Don’t Say No

Don't Say No
Don't Say No cover

Don’t Say No © 1981 Capitol Records, Inc.
Produced by Mack & Billy

Billy Squier: vocals, guitars, piano & percussion
Bobby Chouinard: 
more drums
Mark Clarke:
 bass, backing vocals
Alan St. Jon:
 keyboards & synthesizers, backing vocals
Cary Sharaf:
 guitar (solo on “Lonely Is The Night”)

Recorded by: Mack at the Power Station, N.Y.C., assisted by Garry Rindfuss
Additional recording & mixing: Musicland Studios, Munich, Germany
Mastered at Sterling Sound by: George Marino
Production Supervision: Roger Vitale
Art direction & design: Spencer Drake
Photography & treatments: Geoffrey Thomas
Capitol Reccords Liaison: Bruce Garfield & Mitchell Shoenbaum

All songs written by: Billy Squier

Billy 1981
Billy, 1981

To highlight Shout Factory’s new release of Don’t Say No: 30th Anniversary Edition, Billy has passed the reigns of his “about” segment to Ben Edmond’s liner notes for the CD. A must-have for Billy fans, especially with the extra live tracks, taken from last years tour! Check out the DSN audio interview with Eddie Trunk below, with more coming later!

The Arrival of Billy Squier
by Ben Edmonds

As a listener, there are few moments more pleasurable than when you’re presented with the music of an artist who has come into his (or her) own. The notion of finding a voice is part of it, but it’s beyond that. It is about what was done with what was found; not just using that voice, but inhabiting it. When you hear it you know immediately that everything is now fully in focus. The release of the Billy Squier album Don’t Say No in April 1981 was one of those moments. Don’t Say No contained music that felt at once familiar but bracingly fresh, another step in the long road of hard rock history. The album was a hit, a very big hit indeed, but we’re talking about something that can’t be quantified with a sales print-out. More than anything, it heralded the arrival of a complete artist.

Like most musical thunderbolts, it was actually the product of a storm that had been gathering for quite some time. Born in 1950 and raised in suburban Boston, Billy Squier was bitten by the same British guitar combo bug that infected his entire generation. But while most of his contemporaries were struggling to master “Jumpin’ Jack Flash,” an underage Squier was already in New York attempting to leave his mark on the rock avant-garde as the lead guitarist in Magic Terry & the Universe, the first serious attempt to marry poetry with rock & roll. As the band’s arranger, it was his job to devise high energy frameworks to contain the volcanic eruptions of his high school poet friend C.T. Rabinowitz. Signed to Elektra Records shortly after the label inked Detroit avant-rock pioneers the MC5 and the Stooges, Magic Terry & the Universe imploded before their visionary contribution could be captured on the album that was to have been produced by the Velvet Underground’s John Cale.

Billy then surfaced in the Sidewinders, the Boston power-pop band fronted by future Brian Wilson collaborator Andy Paley, whose RCA album had made them minor cult favorites. The subsequent addition of Squier’s guitar, arranging and writing skills appeared to be the supplemental muscle needed to move the Sidewinders out of the minor category, but once again a promising band broke down somewhere short of the promised land.

You would be right to note the miles of musical sky between the screaming subterranean poetry of Magic Terry & the Universe and the six-string bubblegum of the Sidewinders, but Billy was equally at home in either setting. There was something for him to learn in both and, understanding each on its own terms, something to contribute. This openness to musical experience, of never saying no to musical possibility, would serve Squier well. It armed him with tools to construct a music familiar but fresh, adventurous but never out of reach. A music all his own.

His next venture was Piper a three-guitar ensemble that could set its phasers to stun or seduce, whatever the songs demanded. Over two albums for A&M, those songs covered a range between elegant abandon and hard-rock balladry. Managed by the organization behind the Kiss phenomenon, the group opened in arenas across the country, another valuable learning experience for Billy. Though one of their songs, “Who’s Your Boyfriend,” became enough of a New York airplay staple to suggest it could have been a national contender, neither of Piper’s excellent albums quite broke through.

The band didn’t succeed, but Piper represented a quantum leap for Billy. He was the writer and arranger, a lead guitarist and, for the first time, the lead singer as well. In many ways Piper was his dream band, a guitar army that could follow him wherever he chose to go. Amid a wave of bland corporate rock contenders, here was a band that rocked with genuine passion. It was also his last band. The reality is that Piper was a Billy Squier solo project hiding behind a band name, and it was only a matter of time before he realized that he no longer needed to hide behind anything.

Yours truly played a small part in supporting that realization. In 1978 I was working for Capitol Records, stationed with the English parent company EMI in London. Billy had been a friend since junior high school whose talent I’d always believed in. When he was looking for a fresh start after the disintegration of Piper, I happily arranged for the New York office to extend him a modest studio demo budget to show what he could do. Provided with the barest of tools, Billy clinched the deal himself.

The Tale of the Tape, the first proper Billy Squier album, was released by Capitol in 1980. Queen guitarist and Squier friend Brian May was slated to produce, but when scheduling conflicts prevented his participation, Billy teamed with Yes engineer/producer Eddy Offord. “You Should Be High Love” and “The Big Beat” came closest yet to approximating the size of his expansive musical dreams, and showcased a sound designed to fill future arenas. (Over time “The Big Beat” would also become the single most-sampled rock & roll track in hip-hop history.) These songs made enough noise on AOR radio to push The Tale of the Tape into the lower reaches of the charts for a few weeks. It was his best work to date, and showed encouraging progress in the marketplace. But no-one was prepared for what came next, an album that would reduce all that came before it to preparation, mere apprenticeship.

To achieve the kind of breakthrough that Billy Squier enjoyed with Don’t Say No requires a convergence of elements simultaneously arriving at excellence, a complex series of tumblers all falling the right way at just the right time. Determination, inspiration, maturation and momentum play a part, as does a pinch of luck. Phil Spector always made the crucial distinction between ideas and records. Don’t Say No was the fourth album Billy had released, but it was his first record.

One key element came courtesy of Brian May. The Game, the album that had forced him to withdraw from Billy’s project, marked the first time Queen worked with engineer/producer Reinhold Mack, who’d become known for his sonic contribution to the Electric Light Orchestra catalog. May recommended Mack (as he’s simply billed) to Billy, and their production pairing proved inspired. Mack brought a widescreen sensibility that was perfect for Squier’s evolving sound. The German engineer’s facility for lovingly surrounding each instrument with the right amount of space made that sound much bigger and more intimate, a knockout combination.

The musical picture was also solidified. Boston drummer Bobby Chouinard had been on board for The Tale of the Tape, providing the monster beat that would soon place him among the cream in the estimation of his drum peers. British bassist Mark Clarke, and Alan St. Jon on keyboards and synthesizers, were recruited for the sessions and made a permanent place for themselves. When guitarist Jeff Golub joined shortly after the completion of Don’t Say No, Squier had a nucleus that has helped him deliver unforgettable music for years. Ironically, it wasn’t until Billy finally committed to himself as a solo artist that he attracted his most enduring band. You couldn’t truly appreciate the strength of these songs until you experienced them performed onstage, something we’ve underscored with the inclusion of live bonus tracks.

These elements would have amounted to little more than fabulous frosting had they not been applied to the strongest collection of songs and performances of Billy Squier’s career thus far. The first 26 seconds of the opener “In the Dark”—a synth rumble exploding into layered guitar fireworks—served notice that Don’t Say No was where desire finally met fulfillment. Artistic realization does not always translate into commercial success, but Billy’s breakthrough immediately resonated with the record-buying public. Released in April, Don’t Say No was gold by July and platinum by September.

“The Stroke” was the shot that launched the album, and remains Billy Squier’s signature song. It’s an irresistible track, another big beat spectacular full of stop-start aggression and stadium-size vocal chants, a sure-shot hit even before you know what it’s about. The words clinched it. Billy came of age at a time when rock & roll was encouraged not to shrink from matters of socio-political weight. His depiction of the showbiz hustlers who attach themselves to the success of others was a 1980s extension of the social portraiture of Ray Davies’ “Dedicated Follower of Fashion” and Jagger/Richards’ “Under Assistant West Coast Promotion Man,” and he does that tradition proud. Even when he’s addressing the standard boy/girl dynamic, the breadth of musical experience that informs Squier’s playing also gives his writing an emotional dimension lacking in cookie-cutter arena rock.

No piece of vinyl represented 80s rock at its best better than side one of Don’t Say No. It begins with the trifecta of “In the Dark,” “The Stroke” and “My Kinda Lover,” all chart singles as well as instant AOR classics. Add “You Know What I Like” and “Too Daze Gone” and you have a perfectly programmed, flawlessly executed, relentlessly rocking album side. The second side opens with “Lonely Is the Night,” a barn-burner that seems to compress all of side one’s energy into a single blast. After “Whadda You Want From Me” makes it seven rockers in a row, the spell is broken by a trio of acoustic-based numbers. “Nobody Knows” is a poignant, unabashedly personal ballad occasioned by the death of John Lennon and sung in a vulnerable falsetto. “I Need You” and the title track alternate between soft and hard to provide contrast and shading to an album where no track fails to add something unique to the completed picture.

Don’t Say No was another treasure trove for club remixers and hip-hop samplers. My theory is that what they subconsciously respond to in his music is what he learned as a teenage guitarist setting avant-garde poetry to music. This sensitivity to the spoken word became part of his musical DNA, genetic information rappers somehow pick up on. Some churls suggested that his DNA leaned too heavily on certain role models, principally Led Zeppelin, Queen and the Rolling Stones. That’s a specious critique because Billy has never tried to hide his influences. He celebrates his lineage. He is confident, as he should be, that he has something significant of his own to add to the timeline forged by all the great artists who’ve inspired, influenced and taught him.

With Don’t Say No, Billy Squier earned a place among them.

Ben Edmonds
March 2010


In The Dark
Billy Squier, © 1981 by Songs Of The Knight/BMI

Life isn’t easy from the singular side
Down in the hole some emotions are hard to hide
It’s your decision – it’s a chance that you take
It’s on your head – it’s a habit that’s hard to break
Do you need a friend – would you tell no lies
Would you take me in – are you lonely in the dark…

You never listen to the voices inside
They fill your ears as you run to a place to hide
You’re never sure if the illusion is real
You pinch yourself but the memories are all you feel
Can you break away from your alibis
Can you make a play – will you meet me in the dark…

Don’tcha need me… hey, hey
Don’tcha need me… oh yeah
Don’tcha leave me… hey, hey
Don’tcha need me… oh yeah

You take no interest – no opinion’s too dear
You make the rounds and you try to be so sincere
You guard your hopes and you pocket your dreams
You’d trade it all to avoid an unpleasant scene
Can you face the fire when you see me there
Can you feel the fire – will you love me in the dark…

The Stroke
Billy Squier, © 1981 by Songs Of The Knight/BMI

Now everybody, have you heard
If you’re in the game, then the stroke’s the word
Don’t take no rhythm, don’t take no style
Got a thirst for killin’ – grab your vial…

Put your right hand out, give a firm handshake
Talk to me about that one big break
Spread your ear pollution both far and wide
Keep your contributions by your side and …

Stroke me, stroke me
Could be a winner boy, you move quite well
Stroke me, stroke me
Stroke me, stroke me
You got your number down
Say you’re a winner but man you’re just a sinner now

Put your left foot out, keep it all in place
Work your way right into my face
First you try to bed me, you make my backbone slide
But when you find you bled me, skip on by…

Stroke me, stroke me
Give me the business all night long…
Stroke me, stroke me
Stroke me, stroke me
You’re so together boy…
Say you’re a winner but man you’re just a sinner now

Better listen now, said it ain’t no joke
Let your conscience fail ya, just do the stroke
Don’t ya take no chances, keep your eye on top
Do your fancy dances, you can’t stop you just
Stroke me, stroke me…

My Kinda Lover
Billy Squier, © 1981 by Songs Of The Knight/BMI

You got me runnin’ baby –
You give me somethin’ way beyond revenue
You put the magic in me –
I feel the magic when we do what we do
And oh…
I can’t do without you for too long… you’re my situation
You’re my kinda lover…

You keep me all together –
You take me out whenever I’m lettin’ down
You got the motions baby –
I got a notion maybe I’ll stick around
And oh…
I can never doubt you for too long… I can’t see no reason –
You’re my kinda lover…

When you come ’round I never get down –
I fly across the floor
I can see you comin’ on me…
And I can’t ask for more
Rock me – sock me – baby you got me ridin’ to the end
Rake me – shake me – baby you make me – turn me on again

You got my motor racin’ –
I find my thoughts embracin’ your every move
I wanna set you reelin’ –
I wanna make you feel the way that I do
And oh…
I been thinkin’ ’bout you for so long… I don’t wanna lose ya –
You’re my kinda lover…

You Know What I Like
Billy Squier, © 1981 by Songs Of The Knight/BMI

Somewhere in the distance – somewhere down the line
A trace of an illusion is etched upon my mind
A fool’s infatuation poundin’ in my brain
I fell into your face before I ever knew your name
You’re no stranger – you know what I like

You got me in a crossfire, drivin’ in my car
You come on like a daydream, you move just like a star
Your lips are my persuasion, your love will be my cure
The path of least resistance is all I can endure
You’re no stranger – you know what I like

Miles of conversation… it’s all between the lines
You’re in the “A” rotation, you’re with me all the time
Our love will go the distance – however near and far
In all of my confusion, I know just who you are
You’re no stranger – you know what I like

Too Daze Gone
Billy Squier, © 1981 by Songs Of The Knight/BMI

Walkin’ through the streets just the other day
Caught up in the traffic – I can never get away
Runnin’ here, runnin’ there
No satisfaction anywhere
I do my work – ain’t enough anymore
It takes the morning after to forget the night before

Too daze gone… too daze gone
I’m broke down, insufferable – my mind is on the blink
It’s later than you think and I’m too daze gone

Went to see a friend just the other day
Had a drink or two and we blew the night away
Takin’ in another show… how we live I’ll never know
I can’t remember the things that we said
Now all I got is this achin’ in my head


Gone through the games that you want me to play
Gone past the rules that you put in my way
Racin’ past your limit – ain’t no right and wrong
Past the point of carin’ – too daze gone

Couldn’t raise my head just to save the day
I do my penance – try to keep the world at bay
Outa sight – outa mind… ills you don’t expect to find
I learned my lesson a thousand times too
Don’t make no impression – one thing I can do

Too daze gone…

Lonely Is The Night
Billy Squier, © 1981 by Songs Of The Knight/BMI

Lonely is the night when you find yourself alone
Your demons come to light and your mind is not your own
Lonely is the night when there’s no one left to call
You feel the time is right – (say) the writin’s on the wall
It’s high time to fight when the walls are closin’ in
Call it what you like – it’s time you got to win
Lonely, lonely, lonely – your spirit’s sinkin’ down
You find you’re not the only stranger in this town
Red lights – green lights – stop ‘n go jive
Headlines – deadlines – jammin’ your mind
You been stealin’ shots from the side
Let your feelin’s go for a ride

There’s danger out tonight… the man is on the prowl
Get the dynamite… the boys are set to howl
Lonely is the night when you hear the voices call
Are you ready for a fight – do you wanna take it all
Slowdown – showdown – waitin’ on line
Showtime – no time for changin’ your mind
Streets are ringin’, march to the sound
Let your secrets follow you down

Somebody’s watchin’ you baby – so much you can do
Nobody’s stoppin’ you baby, from makin’ it too
One glimpse’ll show you now baby, what the music can do
One kiss’ll show you now baby – it can happen to you

No more sleepin’, wastin’ our time
Midnight creepin’s first on our minds
No more lazin’ round the TV
You’ll go crazy – come out with me

Whadda You Want From Me
Billy Squier, © 1981 by Songs Of The Knight/BMI

Down in the dungeon I’m havin’ a hard time
I get my love on condition and my Dewar’s without lime
Up in the tower you’re countin’ the fault lines
(I say) I am who I am – whadda you want from me

Long distance warfare from over the phone lines
Terminal airfare – I’m crossin’ the red line
Can’t tell the diff’rence ‘tween a “wait” and a “walk” sign
But you know who I am – whadda you want from me

You preach forgiveness but once in a dog’s day
But nobody listens to everything you say
You want the business – have it your own way
But you know who I am – whadda you want from me

I can’t see no “maybe”
I can’t see at all
I seen through you baby
You wanna have it all… you take me to the wall
Whadda you want from me…
(I said) you know who I am – whadda you want
I done what I can – take what you want
I am who I am – whadda you want from me

Nobody Knows
Billy Squier, © 1981 by Songs Of The Knight/BMI

I may get around… I may laugh a lot
Now you’d think that I’d be happy with the life I got
Nobody knows… nobody sees
Ain’t nobody really knows the inner side o’ me
I may seem secure… I could have it made
You might think you see a lucky man who made the grade
Nobody knows what dreams I see
Ain’t nobody really sure just who they wanna be

But everybody has a place and time
A chance to live… a need to find
We all got somethin’ that we care about
I propose you find it out

It’s not in a book… or in a magazine
Or the stars who guide our fortunes on the silver screen
Nobody knows… it’s up to me
Ain’t nobody who can say it like it ought to be

I see my future at the rainbow’s end
Happy hours… timeless friends
And if I ever chance to find my way
Rest assured… I will stay

You may see your life as a compromise
You may live to find the promise dancin’ in your eyes
Nobody knows… it’s meant to be
Let the magic of the moment say it all to me

(Dedicated to the life of John Lennon)

I Need You
Billy Squier, © 1981 by Songs Of The Knight/BMI

I rise at the break of day – your smile sets me on my way
I need you
See the light shinin’ in your eyes – see the hopes that I realize
For you
I am alone… my odds are long… s’all I can do
I need you
Take the road where the eagle flies… man follows where his fortune lies
I leave you
Shadows fall and the day is done – the curtain calls but more than anyone
I need you
When I feel low… my amps they blow… when I feel blue
I need you

And I forget all my sorrow, I forget all my pain
I relinquish my doubts at the sound of your name
I can feel your desire when I walk through that door
I believe in the power that can even the score

Never knew it could take so long – never knew it could feel so wrong
Without you
They say a woman knows the reasons why – no man ain’t supposed to cry
I need you
When after all… my tears they fall… when I pull through
I need you

Don’t Say No
Billy Squier, © 1981 by Songs Of The Knight/BMI

We live in confusion times – my world is a vice
Nobody gets out alive… but you can break through the ice –
Don’t say no
My wounds are the open kind – I bleed every day
I pray for a change of mind… you could take me away –
Don’t say no

Take on the system, playin’ on the wrong side
Spend all my money tryin’ to have a good time
Come ’round to see you from time to time –
Weak in the knees and I’m busted

Some people they treat me kind… some drive me away
Some people they blow your mind… it’s not easy today –
Don’t say no
I live on the borderline… you come from the void
I beg you to cross the line – you take good care of your boy –
Don’t say no

Got me a ticket sittin’ on a gold mine
Send me the int’rest, take me where the sun shines
Come ’round to see me from time to time
Bring it to me when I’m busted
One minute I’m outa time… I don’t fit in your game

You kill me in overtime… I don’t remember my name
One minute you’re on my mind… next minute you’re gone
You tell me to read the signs… they tell me we’re on
Don’t say no