A Funk influenced AOR band out of Atlanta, Georgia. The group was rooted in a prior act entitled EXPLOSION, with vocalist / keyboard player Doug Bare, vocalist / bassist Kyle Henderson and Teddy Baker all coming from the ranks of that band. Henderson would subsequently quit to join CARTOON, duly replaced by ex-MAGIC CAT man Barry Dunaway. With this revised line up WHITEFACE cut their second album 'Change Of Face' with producers Peter Lubin and Phil Benton.

Uniting with MOTHER'S FINEST and STARBUCK guitar player Tommy Strain the ex-WHITEFACE pairing of Doug Bare and Barry Dunaway founded BAREBACK. Doug Bare eventually teamed up with Southern Rock veterans BLACKFOOT and later PAT TRAVERS. Drummer Benny Rappa would also figure in the BLACKFOOT ranks and performed on LIZ LARIN's 1993 album. Dunaway came to the fore with RIGGS, PAT TRAVERS, JOE LYNN TURNER and YNGWIE MALMSTEEN.