"i get along without you very well" is an "exquisitely ironic" piece written by hoagy carmichael with lyrics based on a poem by jane brown thompson. although sinatra's relationship with gardner ended badly, author james kaplan suggests this song set the album's mood of "capitulation, not retaliation". "i see your face before me" was nelson riddle's favorite and was the first song he arranged: he created a setting for it while at ridgefield high school. the arrangement for "i'll be around" is a musical pun in that the celesta plays a circular riff. "i'll never be the same" uses a "wind chime" motif, which came from riddle's appreciation of french impressionist music. he uses this same mini-theme briefly in "it never entered my mind" and in "gone with the wind" from the 1958 album "frank sinatra sings for only the lonely". "ill wind" features extended jazz solos by harry edison and skeets herfurt.