"Don't Cry Out Loud" is a song written in 1976 by Peter Allen with lyricist Carole Bayer Sager that is best known as a hit single for Melissa Manchester in the US and for Elkie Brooks in the UK.

Ann-Margret, who was a friend of Peter Allen, has stated that the song's lyrics—though written by Carole Bayer Sager—reflect Allen's own frame of mind: "He just kept everything inside...his personal philosophy was 'Don't show anyone you're crying'."Bernadette Peters, who toured with Allen in 1989, has stated that Allen told her that "his mother taught him to always put your best face on" in response to Allen's father committing suicide when Allen was 14 years old. The references to "baby" in the song refer to Allen's younger sister.

The first evident recording of the song is by The Moments as "We Don't Cry Out Loud", track—produced by Sylvia Robinson, and given a December 1976 release simultaneous with its parent album Moments With You: "We Don't Cry Out Loud" was the second of three consecutive single releases by the Moments, which were Carole Bayer Sager co-writes but while the first and third of these singles: "With You" and "I Don't Wanna Go", were both Top 20 R&B hits, "We Don't Cry Out Loud" would rise no higher than number 79 on the chart.

Peter Allen himself included a version of the song on his 1977 live album It is Time for Peter Allen, with the track having a December 1977 single release. Allen's studio recording of his song was introduced on his 1979 album release I Could Have Been a Sailor. Allen also would include "Don't Cry Out Loud" on the 1985 live album Captured Live at Carnegie Hall.

According to Arista Records president Clive Davis, Melissa Manchester recorded "Don't Cry Out Loud" at his strong suggestion as Davis felt that Manchester's intended 1979 album release lacked a potential Top 40 comeback hit. Davis assigned production of the track to Harry Maslin, who had co-produced the David Bowie albums Young Americans and Station to Station and whose most recent production work had been with Arista's Bay City Rollers. Although Manchester herself regularly collaborated with lyricist Carole Bayer Sager—their output including Manchester's sole (to that point) Top Ten hit "Midnight Blue"—Harry Maslin would recall that Manchester "hated the song 'Don't Cry Out Loud' and was angry with me for doing it [i.e. producing Manchester's recording]"; "I think that's why I got such a wonderful vocal out of her".

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