Toronto band Do Make Say Think began as the psychedelic-influenced instrumental improvisations of bassist/trumpeter Charles Spearin, guitarist Justin Small, and drummer James Payment. The band grew to include keyboardist Jason MacKenzie and multi-instrumentalist Ohad Benchetrit, with the final addition of drummer Dave Mitchell in 1998.

Track Listing
1. Fredericia - 9:37
2. War on Want - 1:55
3. Auberge le Mouton Noir - 7:04
4. Outer Inner & Secret - 10:13
5. 107 Reasons Why - 3:01
6. Ontario Plates - 7:02
7. Horns of a Rabbit - 4:01
8. It's Gonna Rain - 2:09
9. Hooray! Hooray! Hooray! - 6:57