Don't Talk, Just Listen is the second studio album by American R&B group B5.

Billboard editor Chuck Eddy wrote: "On the second album by Bad Boy's clean-cut teen pop R&B boy band, syrupy high-register harmonies channel makeout music signposts from doo-wop to DeBarge, vocal acrobatics moonwalk into Michael Jackson territory and bubbly raps emerge from the lush mush.

Though their vocal rhythms can get convoluted, the five adolescent Breeding brothers know how to skid over drum-line beats and '80s electronics.

"[1] Vibe critic Julianne Shepherd wrote: "Gone are the gossamer voices of tweendom; young-adult life now comes with groupies, hoopties, and heartbreak.

For their second album, the Diddy-discovered Breeding brothers snag more mature tracks [...] The writing is often super, cannily masking the boys' sometimes (too) thin voices.