Recorded in 1960 and '61, this is one of the last and very best of Fitzgerald's songbooks spotlighting individual composers. Arlen's lyrical songs, filled with bluesy touches and abstractions from the blues form, are perfect jazz fodder (he wrote for Duke Ellington at the Cotton Club, circa 1930), and beautiful tunes in their own right. Fitzgerald is in peak voice; she's attentive to the nuances of soulful lyrics (Ira Gershwin's "The Man That Got Away"), and lightly teases some witty ones (like Johnny Mercer's "Ac-cent-tchu-ate the Positive"). Billy May's big-band arrangements are models of self-effacing fleetness--punchy without hysteria, smooth without syrup--and enlivened by alto saxophonist Benny Carter and trumpeter Don Fagerquist. But May also brings a delicate sensibility to introductory verses, interludes, and tender ballads. Strings on a few tracks are for variety, not window-dressing. Arlen's graceful American art songs have never had a better showcase--even if they could have skipped "Ding! Dong! The Witch Is Dead." --Kevin Whitehead