Track listing

1. "Red Clay Hills" - 5:24
2. "I Will Watch Over You" - 4:15
3. "Nothing But the Truth" - 4:14
4. "Where Loneliness Lives" - 3:02
5. "Down to the Wire" - 5:20
6. "Warm Side of Town" - 4:12
7. "Superstitious" - 5:14
8. "Halfway Home" - 4:38
9. "Stepping Through Fire" - 4:35
10. "Nightbird" - 4:13

Personnel

• Mae Moore - vocals, acoustic guitars
• Colin Nairne - guitar
• Barney Bentall - background vocals, piano on "I'll Watch Over You", TR 808
  Roland TR-808
  The Roland TR-808 Rhythm Composer was one of the first programmable drum machines . Introduced by the Roland Corporation in early 1980, it was originally manufactured for use as a tool for studio musicians to create demos. Like earlier Roland drum machines, it does not sound very much like a real...
  
   on "Superstitious" & "Halfway Home", piano on "Stepping Through Fire"
• Cam Bowman - piano, organ
• Barry Muir - bass, harmony bass
• Jack Guppy - drums, percussion
• Vince Ditrich
  Vince Ditrich
  Vince Ditrich is a Canadian rock musician.A drummer, Ditrich has played with a variety of musicians, including pre-Odds bands with Doug Elliott and Steven Drake, Long John Baldry, Paul Hyde, Sue Medley, Mae Moore, Great Big Sea and Doug and the Slugs.In late 1989, he joined Spirit of the West, and...
  
   - drums, percussion
• Hugh McMillan
  Hugh McMillan (musician)
  Hugh McMillan is a Canadian folk/jazz/rock musician.McMillan is a member of the folk rock band Spirit of the West, and is a multi-instrumentalist who has played guitars, bass, banjo, trombone, mandolins, Chapman stick, piano, and keyboards on the band's albums...
  
   - mandola on "I'll Watch Over You"
• Geoffrey Kelly
  Geoffrey Kelly
  Geoffrey Kelly is a Canadian rock musician.He plays guitars, flutes and bodhran for the folk rock band Spirit of the West, for whom he is also the lead vocalist on some songs. He and John Mann are the band's primary songwriters.Kelly is also a full time member of The Paperboys, and released a solo...
  
   - background vocals on "I'll Watch Over You" and "Warm Side of Town"
• Shael Wrinch - Guitar on "I'll Watch Over You"
• Ashwin Sood
  Ashwin Sood
  Ashwin Sood is a Canadian musician. Sood plays drums, percussion, keyboards, and sings.Sood was Sarah McLachlan's drummer, and was also married to McLachlan, although they are now separated....
  
   - percussion on "I'll Watch Over You"
• Phil Comparelli - trumpet on "Down to the Wire"
• Richard Zuckerman - piano on "Stepping Through Fire"
• The Purcell String Quartet - strings on "Nightbird"

Production

• Barney Bentall - producer
• Colin Nairne - producer
• Gary Fraser - associate producer
• Ken Marshall - mixing
• Rob Potter - mixing
• Hugh Syme
  Hugh Syme
  Hugh Syme is a Canadian Juno Award-winning graphic artist who is best known for his artwork and cover concepts for rock and metal bands. He is also a musician and has appeared in some Rush songs as a keyboard player. Syme is notably responsible for all of Rush's album cover art since 1975's Caress...
  
  - art direction & design
• Deborah Samuel - photography