Chilliwack -

Chilliwack was a Canadian rock band from Vancouver that debuted with a 1970 self-titled album on Parrot, followed by an eponymous 1971 double-LP on A&M. After their 1972 A&M release All Over You, they shifted to Goldfish/Sire for the 1974/75 albums Riding High and Rockerbox, followed by the 1976–80 titles Dreams, Dreams, Dreams; Lights From the Valley; and Breakdown In Paradise. Their home-country hits include “Lonesome Mary,” “Crazy Talk,” and “Fly at Night.”

The band made inroads stateside with the 1981/82 Solid Gold/Millennium releases Wanna Be a Star and Opus X, which spawned the MTV-rotated singles “My Girl (Gone, Gone, Gone)” and “Whatcha Gonna Do (When I’m Gone).”

Chilliwack’s original lineup comprised four-fifths of late-1960s psych-rockers The Collectors.

Members: Bill Henderson (vocals, guitar, piano, synthesizers), Claire Lawrence (saxophone, keyboards, vocals, flute, piano, 1970-78), Glenn Miller (guitar, bass, vocals, 1970-77), Ross Turney (drums, 1970-78, 1979-84), Howard Froese (guitar, keyboards, vocals, 1974-77), Brian MacLeod [aka Too Loud] (guitar, keyboards, vocals, 1977-84), Ab Bryant (bass, vocals, 1978-84), Rick Taylor (drums, 1978-79), John Roles (guitar, 1978-79)

Background

Chilliwack formed in Vancouver in 1970 when guitarist–singer Bill Henderson continued the post-Howie Vickers Collectors with reedist–keyboardist Claire Lawrence, bassist–singer Glenn Miller, and drummer Ross Turney.

Henderson was born William Henderson in Vancouver and earned money as a musician while still in high school. He studied music at the University of British Columbia before he replaced guitarist Terry Frewer in the Classics during the band’s New Syndrome courtship. Lawrence was born in Elk Point, Alberta, and played saxophone at thirteen in his father’s jazz band in Victoria. He attended the University of British Columbia, where he started the Classics during his student years. Miller played bass in the C-FUN Classics, the Vancouver radio-linked house band that also appeared on CBC’s Let’s Go. Turney entered the Classics in mid-1966 as drummer in the Torch Cabaret house-band lineup.

The Chilliwack line traces back to the C-FUN Classics, a six-piece assembled in 1961 for Vancouver radio station CFUN. The early lineup featured singer–trombonist Howie Vickers, guitarist Brian Russell, reedist Claire Lawrence, bassist Glenn Miller, pianist Tom Baird, and drummer Gary Taylor. The Classics released the 1964 Jaguar singles “Aces High” (b/w “Comin’ Home Baby”) and “Till I Met You” (b/w “It Didn’t Take Much”). As the Canadian Classics, the group cut “I Don’t Know” (b/w “Gone Away”) for Valiant. Vickers also joined Susan Jacks and Tom Northcott for the 1966 Eternal Triangle single “It’s True” (b/w “Watch Me Go”) on New Syndrome.

Vickers assembled a revised Torch Cabaret lineup with Lawrence, Frewer, Turney, and bassist Brian Newcombe. Henderson replaced Frewer, and Miller returned on bass before the band adopted the Collectors name.

The Collectors

The new five-piece used Vickers on lead vocals with Henderson, Lawrence, and the Miller/Turney rhythm section. Vickers, Henderson, and Lawrence supplied the group’s main early originals.

The Collectors signed with Valiant in the United States and New Syndrome in Canada after Los Angeles executive Jack Hirschhorn heard the band in Vancouver. The February 1967 single “Looking at a Baby” (b/w “Old Man”) reached No. 4 on Toronto station CHUM-AM and No. 23 on RPM. “Fisherwoman” followed in August and reached No. 15 on the Canadian Top 100. Warner Bros. absorbed Valiant and placed the band with producer Dave Hassinger. Before the first Collectors album, Hassinger used Vickers and Henderson on side two of the Electric Prunes album Mass in F Minor.

New Syndrome and Warner–Seven Arts issued The Collectors in 1968. The album features the five-piece band, joined by three jazz guests on “Lydia Purple.”

The Collectors next wrote music for George Ryga’s stage play Grass and Wild Strawberries. The Vancouver Playhouse production ran from April 10 to May 3, 1969, with the band performing each night. Warner/New Syndrome issued the album Grass and Wild Strawberries, with Ryga lyrics and music by the Collectors. The album yielded the June 1969 single “Early Morning.” During 1968–69, the Collectors also provided soundtrack music for the films Don’t Let the Angels Fall, Canada the Land / Canada, pays vaste, and The Land.

Vickers left the Collectors in the latter half of 1969 for work at Vancouver’s Studio 3. Henderson, Lawrence, Miller, and Turney continued as a four-piece. The quartet signed with London Records before the name change that produced Chilliwack. The new band entered 1970 with Henderson in the lead-vocal seat and the self-titled debut album in preparation.

Chilliwack

Chilliwack released their self-titled debut album in June 1970 on Parrot, a London imprint.

The album presents the former Collectors lineup after the departure of singer Howie Vickers. Henderson, Lawrence, Miller, and Turney divide the program among seven originals, with Lawrence’s flute, saxophone, organ, and piano parts beside Henderson’s guitar and piano parts. The side lengths leave extended space for “Seventeenth Summer,” “Rain-O,” and “Chain Train.”

“Rain-O” slows into a reflective rain chant, with parched-soul imagery and Lawrence’s wind phrases around Henderson’s measured vocal. “Sundown” charges through a hard ensemble drive, with flute and saxophone phrases braided through the extended vamp. “Chain Train” barrels through a long final rave-up, with guitar soloing across the closing stretch.

A1. “Sundown” (5:37) – Henderson–Lawrence
A2. “Every Day” (3:41) – Lawrence
A3. “Seventeenth Summer” (6:02) – Ryga–Henderson–Lawrence–Miller–Vickberg–Turney
A4. “Ballad” (4:57) – Henderson

B1. “I’ve Got You Fixed” (3:46) – Miller
B2. “Rain-O” (6:46) – Henderson
B3. “Chain Train” (7:07) – Lawrence

Chilliwack self-produced the album during 1969 at A&R Studios in New York.

Parrot lifted “Chain Train” as a 1970 single (b/w “Osaka”), which reached No. 67 on the RPM singles chart. “Rain-O” followed as a single (b/w “I’ve Got You Fixed”) and reached No. 70 on the RPM singles chart. Chilliwack reached No. 63 on the RPM Albums chart.

Chilliwack

Chilliwack released their second album, Chilliwack, in September 1971 on A&M.

The double album documents the trio configuration with Miller absent and Lawrence doubling on bass. Henderson, Lawrence, and Turney stretch the program across compact songs, a thirteen-minute “Changing Reels,” the six-part “Music for a Quiet Time,” and the side-long “Night-Morning.”

“Lonesome Mary” bounds through vigorous ensemble playing and a clean studio finish. “Eat” grinds under a muffled front vocal. “Rosie” simmers in a stately dark setting, with softened amplification and contoured turns. “Ridin’” glides on acoustic strums and open group voices. “Ride-Out” lingers on an acoustic figure and mournful singing.

“Always” hushes into a spacious, slowed-down acoustic piece. “Changing Reels” turns a barn-dance figure into a rougher middle stretch, then circles back through communal voices and saxophone. “Music for a Quiet Time” hovers in echo-chamber voices, bare chant, and handclaps. “Night-Morning” broods through organ dissonance and ghostly flute noise, with treated voices inside the free-form studio drift.

A1. “Lonesome Mary” (2:59) – Henderson
A2. “Eat” (3:13) – Henderson
A3. “Rosie” (5:00) – Lawrence–Henderson
A4. “Ridin’” (3:00) – Lawrence–Henderson
A5. “Ride-Out” (4:51) – Henderson

B1. “Always” (2:22) – Henderson
B2. “Changing Reels” (13:38) – Lawrence–Henderson

C1. “Music for a Quiet Time: Shine / Claps/Chants / Whistle/Flute Pads / Antiphony / Traveling Music / Sleep Music” (18:46) – Lawrence–Henderson
D1. “Night-Morning” (17:09) – Lawrence–Henderson–Turney

Chilliwack recorded the double album in 1970 at Wally Heider Studios in San Francisco with co-producer and engineer Stephen Barncard. The package credits Roland Young for art direction, Chuck Beeson for design, Richard Bosworth for mix assistance, and Ellen Burke for technical assistance.

A&M lifted “Lonesome Mary” as a single (b/w “Ridin’”), which reached No. 9 on the RPM singles chart and No. 75 on the Billboard singles chart.

“Sundown” reached No. 54 on the RPM singles chart. Chilliwack reached No. 10 on the RPM Albums chart and No. 210 on the Billboard album chart.

All Over You

Chilliwack released their third album, All Over You, in 1972 on A&M.

The album restores the Henderson–Miller–Turney trio after Lawrence’s exit. All Over You compresses Chilliwack’s side-long format into eleven shorter pieces, with Henderson and Turney also in the production seat.

“Groundhog” grinds through Henderson’s slide-guitar figure, recasting an old traditional source inside a compact band drive. “Chickenshit Man” bounces as a brief, small-form tune. “Hot Winds” drives through one of the album’s straightest rock cuts. “Rock n Roll Music” follows with the same direct band drive.

A1. “Singin’ the Blues (All Over You)” (3:25) – Henderson
A2. “Ground Hog” (3:06) – Henderson
A3. “C. S. Man” (3:34) – Henderson
A4. “Hot Winds” (3:23) – Henderson–Turney
A5. “Nothin’ to Do” (5:30) – Henderson

B1. “The Fields and the Sea” (3:44) – Henderson
B2. “Rock N’ Roll Music” (2:44) – Henderson
B3. “Things Keep Changin’” (2:12) – Henderson
B4. “Me and You” (3:01) – Henderson
B5. “Hit Him With Another Egg” (2:39) – Henderson
B6. “Goodnight” (2:50) – Henderson

Chilliwack recorded All Over You at Can-Base Studios in Vancouver with Mike Flicker as engineer and Russ Godwin as assistant engineer. Henderson and Turney produced and arranged the album.

A&M lifted “Ground Hog” as a 1974 single (b/w “Me and You”), which reached No. 41 on the RPM singles chart. All Over You reached No. 40 on the RPM Albums chart.

Riding High

Chilliwack released their fourth album, Riding High, in April 1974 on Goldfish in Canada and Sire in the United States.

The album marks the first Chilliwack studio appearance by guitarist and keyboardist Howard Froese. Henderson, Miller, Turney, and Froese present seven titles, with the eight-minute “Far Side of the Sun” suite placed at the end of side two. The U.S. Sire issue appeared under the title Chilliwack.

“Come On Over” strides through a spirited band rhythm, with the lyric placing the first move on the woman. “Crazy Talk” simmers over a moody rhythm as the lyric piles “mumbo jumbo” and “monkey” images onto a sour relationship. “There’s Something I Like About That” roars through Henderson’s wide vocal swings and rowdy band drive.

“Riding High” rides a tight road-band theme, with the lyric cutting stage fantasy down to the audience-and-show equation. “Time Don’t Mean a Thing to Ya” shuffles lightly through a blues-rooted pace. “Far Side of the Sun” surges on a propulsive rhythm and bass figure, with the suite turning late-night sci-fi imagery into a compact closing stretch.

A1. “Come On Over” (4:35) – Turney–Henderson
A2. “Crazy Talk” (5:25) – Henderson
A3. “There’s Something I Like About That” (2:50) – Turney–Henderson
A4. “Makin’ Time” (5:40) – Turney–Henderson

B1. “Riding High” (5:30) – Turney–Henderson
B2. “Time Don’t Mean a Thing to Ya” (3:00) – Henderson
B3. “Far Side of the Sun (Suite): Far Side of the Sun / Secrets / Drifting” (8:30) – Turney–Henderson–Miller–Froese

Chilliwack recorded Riding High at Can-Base Studio in Vancouver. Mike Flicker and Terry Jacks produced the album; Flicker and Rolf Hennemann engineered the sessions. Robert Ludwig mastered the album at Sterling Sound in New York.

Goldfish lifted “Crazy Talk” as a 1974 single (b/w “In and Out”), which reached No. 10 on the RPM singles chart and No. 98 on the Billboard singles chart.

“There’s Something I Like About That” followed as a 1975 single and reached No. 85 on the RPM singles chart. In 1976, “Come On Over” reappeared as a single and reached No. 54 on the RPM singles chart. Riding High reached No. 63 on the RPM Albums chart.

Rockerbox

Chilliwack released their fifth album, Rockerbox, in December 1975 on Casino in Canada and Sire in the United States.

The album retains the Henderson–Miller–Turney–Froese lineup from Riding High. The program contains eight titles, with Bassett Hand credited for arrangement and conducting on “If You Want My Love.” Casino used a different Canadian cover for the album.

“If You Want My Love” crawls through an eerie slow pace, with Henderson’s opening vocal against a pounding guitar riff and solo break. “I Know, You Know” jumps from a quick start into a short, hard band pass. “When You Gonna Tell the Truth” kicks through a short driving cut with heavy percussion and a slide solo. “Train’s a Comin’ Back” barrels through a four-man band drive.

“Marianne” stomps from a big opening riff into screeched vocals, chugging middle rhythm, and bass thump. “Treat Me Fine, Treat Me Good” chants through a sing-out chorus and another solo break. “Magnolia” slows around heavy riffing in a blues-slanted setting.

A1. “If You Want My Love” (5:45) – Henderson–Turney
A2. “I Know, You Know” (3:00) – Henderson–Turney–Froese
A3. “When You Gonna Tell the Truth” (3:23) – Henderson–Turney–Miller
A4. “Train’s a Comin’ Back” (3:08) – Henderson–Turney–Miller

B1. “Marianne” (6:44) – Henderson–Turney
B2. “Treat Me Fine, Treat Me Good” (3:40) – Henderson–Turney
B3. “Magnolia” (3:15) – Henderson–Turney–Miller–Froese
B4. “Last Day of December” (4:02) – Henderson–Turney

Chilliwack recorded Rockerbox with producers Craig Leon and Richard Gottehrer. The album appeared in the United States through Sire and in Canada through Casino Records.

Sire lifted “Last Day of December” as a 1975 single. Rockerbox reached No. 64 on the RPM Albums chart and No. 210 on the Billboard album chart.

Dreams, Dreams, Dreams

Chilliwack released their sixth album, Dreams, Dreams, Dreams, in January 1977 on Mushroom.

The album reunites the Henderson–Miller–Turney–Froese lineup for eight titles. “Rain-O” returns in a new version, while “Fly at Night,” “Baby Blue,” and “California Girl” form the album’s main single sequence.

“Fly at Night” lifts a road-band lyric over acoustic strums and high Henderson singing. “Baby Blue” slows around a wary address to a withdrawn figure, then opens space for Froese’s acoustic solo. “California Girl” glides through mellow acoustic strums and relaxed group vocals as the lyric turns record-label disappointment into California romance.

“Roll On” rolls through a rhythmic build and ringing rhythm-guitar pattern. “Something Better” gallops as an acoustic number, with lemming images and old fortresses inside the social lyric. “Rain-O” revisits the blues-based rain chant from the group’s early set.

A1. “Fly at Night” (4:51) – Henderson–Turney
A2. “Baby Blue” (5:24) – Henderson–Turney
A3. “Rockin’ Girl” (3:34) – Henderson–Miller
A4. “California Girl” (5:14) – Henderson

B1. “Roll On” (5:50) – Henderson–Turney
B2. “Something Better” (6:09) – Henderson–Turney
B3. “Rain-O” (5:44) – Henderson–Turney–Miller–Lawrence
B4. “Fly at Night (Reprise)” (0:52) – Henderson–Turney

Chilliwack recorded the album in 1976 at Can-Base Studios in Vancouver with Henderson and Turney as producers. Henderson plays guitar, vocals, and Solina; Froese adds guitar, vocals, Solina, and piano.

Mushroom issued “California Girl” as a 1976 single (b/w “Reach”), which reached No. 74 on the RPM singles chart.

“Fly at Night” followed in 1977 (b/w “Mary Lou & Me”) and reached No. 7 on the RPM singles chart and No. 75 on the Billboard singles chart.

“Something Better” became a 1977 single (b/w “Rain-O”) and reached No. 56 on the RPM singles chart. “Baby Blue” reached No. 78 on the RPM singles chart.

Dreams, Dreams, Dreams reached No. 13 on the RPM Albums chart and No. 142 on the Billboard album chart.

Lights from the Valley

Chilliwack released their seventh album, Lights from the Valley, in June 1978 on Mushroom.

The album introduces guitarist and vocalist Brian MacLeod and guitarist–keyboardist Jamie Bowers to the Chilliwack studio lineup. Miller and Turney make their final album appearances with the band. The program adds two outside titles: Sutherland Brothers (“Arms of Mary”) and Ted Myers–Jalananda (“In Love With a Look”).

“Never Be the Same” hardens the acoustic-rock surface with backing voices and a firmer studio finish. “(We Don’t Have To) Fall in Love” keeps the same acoustic-and-vocal setting inside a straighter band cut. “Arms of Mary” glides around Henderson’s upper-range singing, with the valley image and Mary figure carried over from Iain Sutherland’s original song.

A1. “Never Be the Same” (3:30) – Henderson
A2. “I Wanna Be the One” (3:20) – Henderson–Turney
A3. “How Can You Hide Your Love?” (3:46) – MacLeod
A4. “(We Don’t Have To) Fall in Love” (3:45) – Henderson
A5. “Lookin’ for a Place” (4:55) – Henderson

B1. “Arms of Mary” (3:01) – Sutherland
B2. “Tonight” (3:10) – Henderson–Turney
B3. “She Keeps On Cryin’” (3:03) – Henderson–Turney
B4. “In Love With a Look” (3:20) – Myers–Jalananda
B5. “No Love At All” (4:12) – MacLeod

Chilliwack recorded the issued album at Mushroom Studios in Vancouver. Henderson and Turney produced the album with Marc Gilutin. The credits also list acoustic guitarist and backing vocalist Howard Froese and drummer Eddie Tuduri.

Mushroom lifted “Arms of Mary” as the lead single, which reached No. 49 on the RPM singles chart and No. 67 on the Billboard singles chart. “Never Be the Same” followed and reached No. 59 on the RPM singles chart.

Lights from the Valley reached No. 37 on the RPM Albums chart and No. 191 on the Billboard album chart.

Breakdown in Paradise

Chilliwack released their eighth album, Breakdown in Paradise, in December 1979 on Mushroom.

The album reduces the prior recording lineup to Henderson and MacLeod, joined by bassist Ab Bryant, guitarist John Roles, and drummer Bucky Berger. MacLeod adds synthesizer, piano, vibes, and drums on selected titles, with lead vocal placement on “Let It All Begin.”

“Communication Breakdown” charges through the album’s crunchier riff-rock side. “Guilty” coils around a paranoid mood and bass figures. “148 Heavy” leans into the heavier, quirkier band surface. “So Strong” slows into one of the album’s softer Henderson settings.

A1. “Communication Breakdown” (3:45) – Henderson
A2. “Trial By Fire” (3:26) – MacLeod–Henderson–Roles
A3. “Guilty” (3:24) – Henderson
A4. “148 Heavy” (3:55) – Henderson–MacLeod
A5. “Let It All Begin” (3:37) – MacLeod–Henderson

B1. “So Strong” (3:53) – Henderson
B2. “Last Time” (4:37) – Henderson
B3. “Are You With Me” (4:52) – Henderson
B4. “Road to Paradise” (4:20) – MacLeod–Henderson

Chilliwack recorded the album at Mushroom Studios in Vancouver with Henderson and MacLeod as producers. Breakdown in Paradise appeared in a sleeve with art direction and design by David Sharpe and James O’Mara, who handled the back-cover work and photo tinting.

Mushroom lifted “Communication Breakdown” as a 1980 single (b/w “Are You With Me”), which reached No. 86 on the RPM singles chart. Breakdown in Paradise reached No. 52 on the RPM Albums chart.

Wanna Be a Star

Chilliwack released their ninth album, Wanna Be a Star, in September 1981 on Solid Gold in Canada and Millennium in the United States.

The album introduces the Henderson–MacLeod–Bryant trio configuration. Henderson handles vocals, guitars, and keyboards; MacLeod handles vocals, drums, guitars, and keyboards; Bryant supplies bass. The song sequence uses contracts, telephones, enemies, road work, and belief as career images.

“My Girl (Gone, Gone, Gone)” drops from MacLeod’s low opening phrase into Henderson’s high reply, then returns to a cappella voices near the end. “I Believe” softens as Henderson moves from high tenor to falsetto, with MacLeod answering him through the chorus. “(Don’t Wanna) Live for a Living” drives through a working-week lyric about shifts, bills, and court costs.

A1. “Sign Here” (2:57) – Henderson–MacLeod
A2. “So You Wanna Be a Star” (4:29) – Henderson–MacLeod
A3. “Tell It to the Telephone” (3:14) – Henderson
A4. “Too Many Enemies” (4:39) – Henderson–MacLeod
A5. “Living In Stereo” (4:49) – Henderson

B1. “Mr. Rock” (3:51) – Henderson
B2. “My Girl (Gone, Gone, Gone)” (4:16) – Henderson–MacLeod
B3. “(Don’t Wanna) Live for a Living” (3:22) – MacLeod
B4. “Walk On” (3:38) – Henderson
B5. “I Believe” (3:57) – Henderson

Chilliwack recorded Wanna Be a Star at Waterstreet Sound in Vancouver with Henderson and MacLeod as producers. The album marks the band’s first Solid Gold release in Canada.

Solid Gold and Millennium lifted “My Girl (Gone, Gone, Gone)” as the lead single, which reached No. 3 on the RPM singles chart and No. 22 on the Billboard Hot 100 in the US, where the fledgling MTV network put the video in high rotation.

“I Believe” followed in early 1982 and reached No. 13 on the RPM singles chart and No. 33 on the Billboard singles chart.

Wanna Be a Star reached No. 19 on the RPM Albums chart and No. 78 on the Billboard album chart.

Opus X

Chilliwack released their tenth album, Opus X, in October 1982 on Solid Gold in Canada and Millennium in the United States.

The album retains the Henderson–MacLeod–Bryant trio from Wanna Be a Star. Henderson and MacLeod co-wrote eight titles; Henderson alone wrote “Secret Information.” MacLeod covers drums, guitar, keyboards, bass vocals, backing vocals, gang vocals, and congas across the album credits.

“Whatcha Gonna Do” charges from snarling guitar riffs into tight vocal answers, then pulls back for a late a cappella passage. “Secret Information” turns a collapsing public front into an accusation lyric, with the singer holding the missing backstory. “Don’t It Make You Feel Good” hits harder than the surrounding singles.

A1. “Whatcha Gonna Do (When I’m Gone)” (4:14) – Henderson–MacLeod
A2. “Secret Information” (3:33) – Henderson
A3. “She Don’t Know” (4:27) – Henderson–MacLeod
A4. “Night Time” (3:51) – Henderson–MacLeod
A5. “Lean on Me” (4:14) – Henderson–MacLeod

B1. “Don’t It Make You Feel Good” (4:21) – Henderson–MacLeod
B2. “Really Don’t Mind” (4:42) – Henderson–MacLeod
B3. “You’re Gonna Last” (5:11) – Henderson–MacLeod
B4. “Midnight” (4:53) – Henderson–MacLeod

Chilliwack recorded Opus X between spring and summer 1982 at Little Mountain Sound Studios in Vancouver with Henderson and MacLeod as producers. The production work on “Whatcha Gonna Do” and “Secret Information” earned Henderson and MacLeod a Juno Award for Producer of the Year.

“Whatcha Gonna Do (When I’m Gone)” became the lead single and reached No. 17 on the RPM singles chart and No. 41 on the Billboard singles chart. The video gained brief MTV circulation on the heels of their recent stateside hit.

“Don’t It Make You Feel Good” reached No. 48 on the Billboard Mainstream Rock chart. “Secret Information” followed as a U.S. single.

Opus X reached No. 12 on the RPM Albums chart and No. 112 on the Billboard album chart.

Look In Look Out

Chilliwack released their eleventh album, Look In Look Out, in July 1984 on Solid Gold.

The album places Henderson with a new studio lineup: guitarist and vocalist Ashley Mulford, bassist Mo Foster, drummer Simon Phillips, and keyboardist Richard Gibbs. Tom Keenlyside adds saxophone to “Don’t Stop.” Additional vocal credits include Mark LaFrance, Saffron Henderson, Camille Henderson, Dustin Keller, Bob Rock, and Mulford.

“Don’t Stop” runs at a quicker pace than the softer hit material and features Tom Keenlyside on saxophone. “Gettin’ Better” belongs with the album’s firmer late-period cuts. “Dream of You” slows into one of Henderson’s softer final-album settings.

A1. “Got You On My Mind” (3:36) – Henderson–Mulford
A2. “Don’t Shoot Me Down” (4:20) – Henderson
A3. “Who’s Winning” (4:41) – Henderson–Vallance
A4. “I’m Coming to You” (4:50) – Henderson–Mulford–Fawcett

B1. “Gettin’ Better” (3:45) – Henderson–Mulford
B2. “Run With Me” (3:37) – Henderson–Mulford
B3. “Are You Really Going to Walk Out” (4:05) – Henderson–Mulford
B4. “Don’t Stop” (4:03) – Mulford–Henderson
B5. “Dream of You” (4:15) – Henderson

Henderson recorded Look In Look Out at Little Mountain Sound in Vancouver with engineer Bob Rock and assistant engineers Mike Fraser and Johnny Q. Greg Ladanyi and Nico Bolas mixed the album at Record One, and Mike Reese mastered the album at The Mastering Lab. The package credits James O’Mara for photography and art direction.

Solid Gold lifted “Don’t Stop” as the album’s single, which reached No. 46 on the RPM singles chart. Look In Look Out reached No. 68 on the RPM Albums chart.

Discography: