MANCHESTER, TN - JUNE 16: St. Vincent performs onstage with David Byrne at Which Stage during day 4 of the 2013 Bonnaroo Musi
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Confession: While perusing the track list of Boardwalk Empire Volume 2: Music From The HBO Original Series, we totally jazzed in our pants.

The upcoming album for the Prohibition Era series features rock legends (Elvis Costello, Patti Smith), indie favorites (St. Vincent, Neko Case and The National's Matt Berninger), two generations of Wainwrights (Rufus and Loudon) and the one and only Liza Minnelli. Featuring covers of pop standards, forgotten Jazz Era gems and famous Broadway ditties, this is going to be one beautifully strange album. At the very least, it's something you and your mom can enjoy together. 

Likely Highlights: St. Vincent tackles "Make Believe" from the classic musical Show Boat. Costello takes on "It Had to Be You," which Frank Sinatra, Louis Armstrong and even John Travolta has crooned. And Karen Elson—Jack White's estranged wife—even pops up here singing "Who's Sorry Now," a swingin' number once featured in a Marx Brothers movie.

Check out the full track list below and listen to the album when it drops September 3, a week ahead of the season 4 premiere of Boardwalk Empire. In the meantime, listen to Barbra Streisand's version of St. Vincent's selection for the soundtrack.

Boardwalk Empire Vol. 2 Soundtrack* 

1. David Johansen - Strut Miss Lizzie
2. Stephen DeRosa - Old King Tut
3. Elvis Costello - It Had To Be You
4. Vince Giordano & the Nighthawks - Everybody Loves My Baby
5. Liza Minnelli - You've Got To See Mama Ev'ry Night (Or You Can't See Mama At All)
6. Leon Redbone - Baby Won't You Please Come Home
7. St. Vincent - Make Believe
8. Pokey LaFarge - Lovesick Blues
9. Neko Case - Nobody Knows You When You're Down And Out
10. Karen Elson - Who's Sorry Now
11. Stephan DeRosa - You'd Be Surprised
12. Margot Bingham - I'm Going South
13. Vince Giordano & the Nighthawks - Sugarfoot Stomp
14. Rufus Wainwright - Jimbo Jambo
15. Kathy Brier - There'll Be Some Changes Made
16. Margot Bingham - Somebody Loves Me
17. Chaim Tannenbaum - All Alone
18. Loudon Wainwright III - The Prisoner's Song
19. Patti Smith - I Ain't Got Nobody
20. Matt Berninger - I'll See You In My Dreams
*All tracks featuring Vince Giordano & the Nighthawks