Songfacts®:

• "Don't Cry Out Loud" was written by Peter Allen and Carole Bayer Sager, who were staff writers at Metromedia Records. The first recording was in 1976 by an R&B vocal trio called The Moments under the title "We Don't Cry Out Loud." Peter Allen made the song part of his live set and included it on his 1977 live album It Is Time For Peter Allen.
  
  These versions had spartan arrangements and were somewhat restrained vocally, giving the song an intimate feel. That's what Melissa Manchester thought she's be getting when she recorded the song in 1978, but to her surprise, the arrangement, by Barry Fasman, was loud an orchestral, requiring her to sing with all her might.
  
  "There were 50 musicians playing this gigantic, anthemic version of this song, and it was so shocking to my system and not at all what I had in my head," she told Songfacts. "My performance was fueled by frustration."
  
  Manchester's frustration-fueled version was a hit, going to #10 in America and hanging around on playlists for decades.
• The song uses the circus as a metaphor for disappointment - it comes to down, puts on a spectacle, then packs up and leaves town. The lead character in the song gets some advice from the singer on how to deal with it: hide your feelings and don't let anyone see you cry.
  
  This probably isn't the best way to manage psychologically, especially in the context of the times, when the women's movement was encouraging ladies to speak out and let their feelings be known. The irony is that Carole Bayer Sager, who wrote the lyric, and Melissa Manchester, who sang the hit version of the song, were both part of the women's movement and made great strides for female singers and songwriters at this time.
  
  Bayer Sager, in her autobiography They're Playing Our Song, said she isn't too keen on the lyrics she wrote about hiding feelings and putting on a brave face. "For years after, when I would hear it, I would question if that was how I really felt," she explained. "I mean, didn't I believe in sharing my feelings? Letting people know how I really feel?"
  
  As for Manchester, she formed a different interpretation of the song after years performing it.
  
  "It took me a very long time, but I saw that audiences were responding to it so deeply, and I thought, OK, slow down. Why are people responding to this?" she said in her Songfacts interview. "In the end, the central idea of the song is that one has to learn how to cope. That's what the mature soul has to do in life. And if you don't learn how to cope, you become a victim. You blame everybody else, you take no responsibility. There's a menu of immature responses that we have in life, but the central truth is, for a mature mind, one has to learn how to cope and you don't always get your way. But at least you know you tried."
• In the UK the hit version was by former Vinegar Joe vocalist Elkie Brooks, which peaked at #12 in 1978.
• Other hits that Carole Bayer Sager and Peter Allen wrote include the Oscar-winning "Arthur's Theme (Best That You Can Do)," an American chart topper for Christopher Cross in 1981. Allen was an Australian singer-songwriter who was married to Liza Minnelli for a few years. After the song became a hit for Melissa Manchester, he re-recorded it on his fourth studio album, I Could Have Been a Sailor. In 1977 his song "I Go To Rio" shot to #1 on the Australian chart thanks to its promotional video, which demonstrated the growing influence of the music video as a marketing tool. In 1992 he died of an AIDS-related throat cancer.
• Manchester received a Grammy nomination for Best Pop Female Vocal Performance for this song. She lost that one to Dionne Warwick ("I'll Never Love This Way Again") but won the award three years later for "You Should Hear How She Talks About You."
• Carole Bayer Sager and Melissa Manchester were a writing team for a few years. Their songs include Manchester's hit "Midnight Blue" and Captain & Tennille's "Come In From The Rain."
• This was used on Schitt's Creek in the 2016 episode "The Motel Guest." After a fight with his wife, Roland moves into the room next to Johnny and Moira, and keeps them up all night by blasting the song on repeat.
• This was used in the movies Drop Dead Gorgeous (1999) and Intolerable Cruelty (2003). Juno Temple and Jeremy Dozier also sang it in the 2010 movie Dirty Girl.