It's usually presented as a given that, separated from the work of the Holland-Dozier-Holland songwriting team, Martha & the Vandellas were somewhat at sea. But H-D-H only had three songs on Watchout! -- albeit two of which were the hits that drove the album's sales -- and the group came off better than one could have hoped on the rest of the record. As a follow-up to Dance Party, Watchout! is usually thought of as less successful, with the H-D-H songs "Jimmy Mack" and "I'm Ready for Love" dominating. It's a little more complicated than that, however, because Watchout! is actually a very different kind of album, with ballads outnumbering the dance numbers. It's a chance to immerse oneself in the sensitive, reflective side of Martha & the Vandellas, and a very beautiful record, if not as exciting as its predecessor. Oh, to be sure, "Let This Day Be" isn't doing much more than filling up track space, but the rest is misplaced treasure from the Motown vaults, well worth hearing, and more than once. Holland-Dozier-Holland's "One Way Out" is similar to their earlier "Nowhere to Run" (and was later a single B-side), and the wrenchingly emotive "Keep It Up" (a forgotten Smokey Robinson number) shows off a more delicate side to the group's sound that was often overlooked. "Happiness Is Guaranteed" is the kind of anthemic ballad, with a big central melody, that one suspects was rejected for the Supremes; Martha Reeves and company do a wonderful job with it, even though it needed the more delicate lead vocal attentions of Diana Ross to have gotten heard more widely. "I'll Follow You," co-authored by ex-Moonglows leader Harvey Fuqua, is so sweet in its sensibilities beneath a driving beat that it's like listening to two songs in one (both of them very good). "Tell Me I'll Never Be Alone" is another oft-overlooked gem, and then there's the lost single off this album, "No More Tearstained Make Up," a slow, haunting, beautiful piece of female heartache set to music.
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AllMusic Review by Bruce Eder