I'd like to do a new song for you now. I know I can do it. A song I wrote in Madison, Wisconsin a couple of days ago. Neil Young Cobo Hall, Detroit, Michigan, USA January 8, 1973

This is a song I wrote about a week ago when the tour started. Sitting in this hotel room - looking out the window - with a rented piano - across this lake where people were skating. Neil Young Arie Crown Theater, Chicago, Illinois, USA January 10, 1973

Then Elliot put it in a different sequence, because he was doing this Tonight’s the Night Broadway show…there was a script written and everything. We’d listen to the record of these songs, and that’s how we got it finished. He picked out the other songs – ‘Lookout Joe’, ‘Come on Baby, Let’s Go Downtown’, and ‘Borrowed Tune’, – and we put them in with the original nine Tonight’s the Night songs. Neil Young Creem/Bud Scoppa November 1975

‘Lookout Joe’ and ‘Borrowed Tune’ were written during my Time Fades Away tour. I never hit ‘Lookout Joe’ the way I wanted to. It was recorded at my ranch during the rehearsals for the Time Fades Away tour just after Danny Whitten O.D.’d. He’d been working on the song with us and after he died we stopped for awhile. When we started playing again, that was the first thing we cut and I wrote ‘Don’t Be Denied’ that day. So ‘Lookout Joe’ one of the oldest songs on the album. Neil Young Creem/Bud Scoppa November 1975

A song I had written at the beginning of the Time fades Away tour reflecting on whether a big stadium tour was right for me. Neil Young NYA Times-Contrarian Roadstories January 24, 2018