Nuggets II: Why Don’t You Smile Now by Downliners Sect

The success of Rhino’s 1998 Nuggets boxset justified a follow-up. The sequel covers the rest of the world since the first volume only chronicled the USA.

Nuggets II: Original Artyfacts from the British Empire and Beyond, 1964–1969 emerged in 2001. It features music from countries such as Iceland, Uruguay, and Japan. I’m profiling and rating each of the 109 tracks, working backwards.

Track 87 – Why Don’t You Smile Now by The Downliners Sect

From: London, England

Credits

4/6. WHY DON’T YOU SMILE NOW – The Downliners Sect
(Terry Philips/Jerry Vance/Lou Reed/John Cale)

PERSONNEL/KEITH GRANT: lead vocals, bass * TERRY GIBSON: lead guitar * DON CRAINE: rhythm guitar, vocals * JOHN SUTTON: drums
Produced by MIKE COLLIER
Recorded in London, England
From the album The Rock Sect’s In, Columbia #33SX-6028 (1966)

The Downliners Sect

The Downliners took their name from the Jerry Lee Lewis b-side ‘Down The Line’. The original lineup folded, and the new lineup was named The Downliners Sect. They gained attention due to Don Craine’s deerstalker hat, worn to mock the aristocracy.

Steve Marriott and Rod Stewart both auditioned to join the band, but the band’s frontmen, Keith Grant and Don Craine, were unwilling to step aside.

They released a series of singles with b-sides that punned on their name:

Be a Sect Maniac
Sect Appeal
Insecticide
Leader of the Sect.

Why Don’t You Smile Now

If you read the credits above, you may notice a couple of familiar names among the songwriters. Lou Reed and John Cale wrote the song before forming The Velvet Underground. But it bears some of their future group’s hallmarks – the droning guitar and clunky rhythms.

After graduating from Syracuse University, Lou snagged a job working for a label called Pickwick Record, a very successful budget label that released “lesser quality” sound-alike recordings and bargain bin reissues.

Lou found himself working for a man named Terry Phillips who was determined to help the label “go legit” by putting together a team of writers and performers who would eventually break away from the bargain bin.
13th Floor

Originally released in 1965, ‘Why Don’t You Smile Now’ marks John Cale’s first credit as a songwriter.

The Downliners Sect had a knack for choosing unconventional outside material to suit their peculiar tastes. Such was the case with “Why Don’t You Smile Now,” a track they selected from a stack of publishers’ demo discs from America.
Mike Stax, Nuggets II liner notes

Downliners Sect’s cover of ‘Why Don’t You Smile Now’ is a fascinating record. The vocal delivery is too straitlaced to fully convey to the song’s experimental nature, but the droning guitar riff sounds great.

The Aftermath

While Lou Reed and John Cale became art-rock icons, Downliners Sect never broke through. They reportedly hurt their reputation by dabbling in country. The band’s 1967 lineup included keyboardist Matthew Fisher, who left to play the iconic organ part on Procol Harum’s ‘Whiter Shade of Pale’.

The band broke up in 1969, but reformed in 1976. They’re still listed as a going concern, although leader Don Craine passed away in 2022.

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8 Comments

greenpete58

October 26, 2025 / 10:16 am Reply

A fascinating piece of rock history. I knew about Reed’s Pickwick activities, his co-writing this song, and the Downliner Sect’s cover of it. Didn’t know Matthew Fisher was once in the group.

Although Cale appears to be listed along with Reed, Phillips, and Vance – on the Sect’s single – I wonder if it was actually “Sims” who was involved (probably one of the two in the photo with facial hair). I don’t believe Cale, Conrad, and Walter DeMaria – pictured by the car – came in till later. I’m a Velvets freak so these tidbits interest me!
- Aphoristical
  
  October 26, 2025 / 3:10 pm Reply
  
  I added a caption to the photo. It’s the album cover of Why Don’t You Smile Now: Lou Reed at Pickwick Records (2024) – no Cale, although I’m not totally sure who the non-Reed people are.
  - greenpete58
    
    October 28, 2025 / 10:15 am Reply
    
    Check this out: https://www.discogs.com/master/519257-The-Hobbits-Down-To-Middle-Earth
    
    Both Terry Phillips (Philip Teitelbaum) and Jerry Vance (Jerry Pellegrino) were involved with this sunshine-psych band. Also, Gary Kellgren, who engineered the 2nd Velvets album, White Light/White Heat. The connections in music are endless.
    - Aphoristical
      
      October 29, 2025 / 10:10 am Reply
      
      Yeah, it’s noticeable on Nuggets II that pretty much every British act is connected – feels like UK is a bit smaller, and everyone congregates towards London. This one was connected to Rod Stewart and Lou Reed, which is fun for a “Five degrees of Kevin Bacon”-type game.
Badfinger (Max)

October 26, 2025 / 4:15 pm Reply

First of all… Steve Marriott and Rod Stewart and they wouldn’t step aside..wow. I love the sound they got on the drums, for that time, it was amazing. The intro guitar reminds me a little…in tone and slightly in melody, of American Woman by the Guess Who later on.
I might look up some of their work…they sound interesting. I like this…
- Aphoristical
  
  October 29, 2025 / 9:55 am Reply
  
  I was mostly interested in the Lou Reed/John Cale connection, but there’s something there with the band too. Would have changed history if they’d taken Marriott or Stewart on board.
Christian's Music Musings

October 27, 2025 / 4:17 am Reply

That’s a pretty cool song, Graham. Now that mentioned Lou Reed, I can hear the vibe!
- Aphoristical
  
  October 29, 2025 / 9:53 am Reply
  
  Yeah, it does have some Lou Reed hallmarks, even if the vocal approach is a bit different.