Listen up

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My most vivid memory of being inducted into the U.S. Army in 1969 is learning a new expression. After we were sworn in, an NCO stepped out in front of us and said "Listen up!"  It was obvious what he meant — "attend to instructions from a superior" — and I heard that same phrase a thousand times over the next few months, but I'm pretty sure that I had never heard it in my life before that moment.

The phrase is extremely common these days. There are hundreds of examples in the current news  — one TV station uses "Listen Up" as the title for "your daily go-to source for the latest in weather, news and great lifestyle content to plan your day". Thousands of books have "listen up" in their titles.

So how could I have gotten to the age of 21 without having encountered it?

The OED provides a clue ("Draft additions 1997"):

4.g. slang (orig. U.S. Armed Forces). to listen up, to listen carefully, pay attention. Usually in imperative.

1970 W. C. Woods Killing Zone (1971) ii. 23 Now you men knock off the goddam chatter in there and listen up.
1973 T. O'Brien If I die in Combat Zone vii. 68 I got me two purple hearts, so listen up good.
1980 W. Safire in N.Y. Times Mag. 28 Sept. 16/2 ‘I'm only going to say this once, so listen up.’ A Washington Star sportswriter put that now-hear-this command in the mouth of an imaginary pro-football star.
1986 T. Clancy Red Storm Rising (1988) xix. 244 Listen up, asshole! The guy who knows how to work this damned radio is dead, and I'm all you got.
1988 U. Holden Unicorn Sisters xi. 119 Listen up, that's Captain now.
1992 Metro (San Jose, Calif.) 7 May 37/1 I was struck by the feeling that the violence in L.A. was a graphic and chilling realization of the rage and frustration expressed by rappers..for a long time. Maybe now the suits in Washington will listen up.

The Google Books ngram viewer suggests that "listen up" took off in the 1970s and 1980s:

And the 1980 William Safire column that the OED cites continues:

The expression "listen up" is sweeping the pro-football coaching staffs, and is certain to embed itself in mucho macho lingo this year.

A search of Google Books suggests that the sports usage might be even older than the military one — in Eddie Dooley's 1933 novel Under the Goal Posts we see

His big underslung jaw assumed a deliberate angle. His sharp eyes scanned the faces of his charges. "Listen up!" he barked.


"[…] from now on you're gonna go, go , go until we take Sanford, or my name's not McBrair. We start right now … right here. Listen up now and get these assignments."

But I don't see any other examples in books between 1933 and 1970.

This case illustrates an interesting general point about the meaning of words and phrases. The metaphorical extension of up in listen up is a plausible one. My reaction to hearing it for the first time was just "that's interesting", whereas I would have been seriously puzzled and surprised if the idiom had been "listen down" or "listen out" or "listen over" or "listen on" or "listen off".

But like many "phrasal verbs" (= combinations of verbs and intransitive prepositions), "listen up" is not fully compositional. There's a reason that a web search for phrasal verbs turns up mostly help for L2 learners. And there's a lot to learn — The Oxford Dictionary of Phrasal verbs claims to offer "7,000 British and American phrasal verbs explained in words you understand".

Listen up is in there — but the section on meanings of up doesn't really help, despite listing 13 figurative or metaphorical extensions. (I've given only the headings in the list below, and simplified some of the example sentences):

The literal meaning of up is movement upwards, from a lower to a higher position, so it occurs with many verbs describing movement, such as climb up, jump up, look up, and sit up. It is also used with verbs of lifting to express the idea of raising something to a higher level (for example, pick up, lift up, snatch up). You will also find it used to express the related ideas of 'increase' and 'improvement'.

Increasing: Gas is going up next week.

Improving: Things are starting to look up.

Supporting: I can back up what I said.

Preparing: You should warm up before exercising.

Creating and constructing: She made up an excuse.

Completing and finishing: We have used up our coal reserves.

Damaging and destroying: She tore up the letter.

Stopping, delaying and disrupting: The police broke up the demonstration.

Things happening: A serious problem has come up.

Approaching: I crept up behind her.

Dividing and separating: Slice up the tomatoes.

Gathering and collecting: Can you collect up the glasses?

Fastening: I tied up the parcel.

Quasiregularity (or quasicompositionality) strikes again.



  1. Jerry Friedman said,

    January 21, 2019 @ 12:10 am

    I associate "listen up" with "Heads up!" and "Prick up your ears" and maybe even "Wake up," not necessarily for any good reason.

    Google Books has developed the annoying habit of not giving you all the possible results. It seems you can see different ones by adding something to the search phrase. I tried "listen up he" and found Under the Goalposts and

    "But there's something you should understand, so do yourself a favor, kid, and listen up." He bit the end off the cigar, spat it away, and hunted for a match.

    James Stevenson, Do Yourself a Favor, Kid (1962)


    Peter prepares his final speech to the pigeons. “O.K., listen up.” He begins to tell them.

    George Deaux, Exit (1966)

    (Those are both snippet views, but I checked the dates. There's also a Gardner Dozois SF anthology whose year is incorrectly listed.)

  2. Maik Gibson said,

    January 21, 2019 @ 12:58 am

    Isn't the 'up' a completive marker in many of these cases? (just given for one case above, but I think it accounts for many of them) This could include 'listen up' – I guess there's therefore an implication of listening intently, and probably obeying. This also works for 'eat up', 'drink up', 'tie up', 'collect up', 'slice up', 'use up', 'tear up'. In each case the action has been completed to its final stage. Also 'beat up', 'clean up', 'finish up'

  3. C L Thornett said,

    January 21, 2019 @ 1:26 am

    I wonder how long 'listen up!' was only an oral expression used in limited contexts and not recorded in writing. I'm fairly sure I heard it from some adults (teachers or youth group leaders) earlier than your first encounter, but a good chunk of my childhood was spent in an area with a couple of military bases and among adults with military experience or connections.

    Could the 'up' component be related to 'increase'–listen with increased attention? I might point out that we also 'listen out _for_' sounds like a baby waking, someone at the front door, or a signal of some kind.

  4. Victor Mair said,

    January 21, 2019 @ 1:39 am

    Already back in high school (1957-61), all of my sports coaches (football, basketball) used this expression to draw the attention of my teammates and me during practice sessions, in huddles, etc.). We instinctively knew that it meant "pay heed (to what I'm going to tell you)".

    Other instructions from some of the more colorful coaches were less comprehensible, e.g.., "Move out of Missouri" and "You're a bunch of fut (= "fat") cows."

  5. Alex B said,

    January 21, 2019 @ 2:49 am

    To a Dutch speaker, this sounds completely natural, as we have a similar use of 'op' to denote attention in phrases like 'let op' or 'pas op'.

  6. Bob Ladd said,

    January 21, 2019 @ 3:34 am

    What Mark Gibson said. In my first linguistics course ever in the early 60s, I wrote a term paper on English phrasal verbs and extensively consulted the big English grammars written by Dutch grammarians in the early 20th century. I don't remember much about what they said, but I definitely remember the idea that up frequently expresses some sort of completed action.

    I also have a feeling that my first encounter with listen up was in the US Army about the same time as MYL's

  7. Bathrobe said,

    January 21, 2019 @ 3:52 am

    How does Oxford characterise "play up"? It looks similar to but is intuitively different from "break up".

  8. Tom Dawkes said,

    January 21, 2019 @ 4:02 am

    I recall that in the film 'On the Waterfront' the priest, played by Karl Malden, addresses the stevedores when he wants them to resist the mobsters controlling the shipping by saying "They better wise up". See

  9. Eric Armstrong said,

    January 21, 2019 @ 5:59 am

    When I was in the Canadian Armed Forces Reserves and, later when I worked at Old Fort Henry historical site (which ran itself like a paramilitary organization), they used the phrase “Form Up!” as a command to get into formation as our unit in ranks and files. I wonder if this construction is a precursor to “Listen Up!” Google NGram puts it as starting around the Civil War.

  10. Rodger C said,

    January 21, 2019 @ 7:44 am

    Datapoint: I also was inducted into the US army in 1969, but I'd heard "Listen up!" all my life and am amazed that it's not simply American English.

  11. jin defang said,

    January 21, 2019 @ 7:59 am

    I'm with Maik Gibson: "up" is a completive. "Listen" by itself needs something, or it doesn't sound declarative enough; "listen, you guys" , or "listen folks" would do as well. One can also urge someone to listen to the chirping of the birds or the sound of the ocean, but it always needs at least one word after it to sound right.

  12. Ralph Hickok said,

    January 21, 2019 @ 8:46 am

    "Listen up" was something of a catch phrase on the TV sitcom "Gomer Pyle, USMC" from the 1960s. Sgt. Carter seemed to say it a half-dozen times per episode.

  13. J.W. Brewer said,

    January 21, 2019 @ 9:12 am

    "Listen up" seems perhaps a mirror-image of "speak up," but I'm not sure the "up" there can be described as completive – rather it shares with "listen up" a sense of something like "… with more intensity than might be expected by default given the social circumstances."

    A more completive use in a phrasal verb frequently heard by Americans on the radio c. 1968: "In Houston we just started a new dance called the Tighten Up. This is the music we tighten up with." (The small-world coincidence is that the band had recorded the track in fall '67 just prior to the singer Archie Bell's involuntary induction into the U.S. Army, and they were limited in their ability to cash in on the record's success because he was off deployed on active duty by the time it was released and began its run up to #1 on the charts.)

  14. Vance Koven said,

    January 21, 2019 @ 10:44 am

    I think of "listen up," intuitively, as implying an upward motion of the head to get one's ears in better position to take in the words that are to follow. Actually, similar to "shut up," which implies raising your jaw to close your mouth.

  15. Robert Coren said,

    January 21, 2019 @ 10:49 am

    @C L Thornett: Maybe "listen out for" (which is unfamiliar to me) is influenced by "look (or watch) out for".

  16. Rube said,

    January 21, 2019 @ 11:35 am

    Only vaguely related, but I like to tell the story: When my kid was about three, he was being rambunctious and my wife told him to calm down. He replied "No. CALM UP!" Which makes me wonder why that's not an expression.

    [(myl) Prefiguring Ashley Abramson, "To calm down, try calming up instead", 11/21/2018. ]

  17. Scott P. said,

    January 21, 2019 @ 12:08 pm

    I would like to find a basic discussion on these phrasal verbs and the etymological or historical relationship with compound verbs in German or Dutch. Is this an inheritance from Old English? Is there a reason that certain prepositions can be paired with a verb, some used as prefixes, but rarely both? E.g. you can 'listen up!' but never *uplisten, or 'upvote' but not *vote up.

  18. Jerry Friedman said,

    January 21, 2019 @ 1:46 pm

    Rodger C: Actually there are a few more hits on "listen up" in that period, such as this "Listen up, men!" from Life, reported from a fraternity. It seems to have been a male thing in those days.

    (Google Books also sometimes shows some people things that it doesn't show others.)

  19. Orin K Hargraves said,

    January 21, 2019 @ 1:53 pm

    They opened their first location in 1972.

  20. Chandra said,

    January 21, 2019 @ 4:01 pm

    @ jin defang – I believe "completive" here refers to completing the action (i.e. "listen completely") rather than the phrase.

  21. Barry Taylor said,

    January 21, 2019 @ 4:11 pm

    It was obvious what he meant — "attend to instructions from a superior".

    It may be "obvious" to you, but I just see the above as implausible speculation, in which case it would be useful to have some evidence for what is now a common enough colloquial phrase, meaning to listen attentively.

    [(myl) The early examples all seem to come from men in authority, or men taking on an authoritative stance — the football coach in 1933, the fraternity chairman in 1956, Victor Mair's sports coaches in 1957-61, my sergeants in 1969, etc. So call it "listen to important information from someone claiming authority", if you like, but that's clearly what it was. It's gotten somewhat bleached over the past few decades, but it's still not a socially appropriate way for (say) a grade-school student to get the attention of a group of teachers…]

  22. Michael Watts said,

    January 21, 2019 @ 7:10 pm

    To me, "listen up" is just a normal word, but I can't think of it as using up in a completive sense. It does seem similar to "heads up" and "perk up" in that the semantics are similar, but in terms of the usage of "up" in specific I think the closest analog is "form up". That is, get into the state where you're listening.

    If you asked me how "listen up" differed from "listen", I would say the only difference is that "listen up" is more emphatic.

  23. Y said,

    January 21, 2019 @ 8:20 pm

    To me, "shut up" and "listen up" convey a sense of pragmatic finality, not semantic completion: in other words, no further discussion will be expected or tolerated.

    [(myl) I agree — but it's interesting how protean and non-referential yet contextual precise many such particle-meanings are. Kind of like intonation…]

  24. pmg said,

    January 22, 2019 @ 4:27 am

    I wonder whether one reason it feels plausible is that it mirrors "speak up".

  25. Robert Coren said,

    January 22, 2019 @ 10:44 am

    @Rube: Well, the "down" in "calm down" (as also in "settle down", etc.) would seem to suggest a lowering of emotional temperature, so it's not clear what it would mean to "calm up". (It's not a surprising response from a three-year-old, to whom shades of meaning are probably irrelevant.)

  26. Gwen Katz said,

    January 22, 2019 @ 1:50 pm

    I think Maik's right in general. That list of usages seems redundant to me, as many of the examples are just specific cases of completion: To tear up means to tear completely, to tie up means to tie completely (especially in the idiom "tie up a loose end"), and so on.

    But I don't think that works for "listen up," because listening isn't an action you can complete. I think "listen up" is related to "sit up" and comes from the meaning of "straight and tall" via "attentive." So "sit up," "stand up," etc mean "sit/stand straight and tall," but since they're often used in situations like classrooms, they gain the connotation "sit/stand politely and pay attention." And from there, saying "listen up" by analogue to mean "listen politely and pay attention" makes perfect sense.

  27. Chandra said,

    January 22, 2019 @ 4:04 pm

    @Gwen Katz – I think listening can be a completed action in the sense of continuing to listen until the person is finished speaking, i.e. listening to the complete message and not tuning out halfway through. Though FWIW my own sense of "listen up" is more in line with what Y said above, something like instructing people to listen without room for questioning or ignoring that instruction.

  28. Bloix said,

    January 22, 2019 @ 4:37 pm

    "Listen up" is always imperative, isn't it? Except humorously – "Coach shouted, Listen up!, so we all listened up." But look up, clean up, wake up, slice up etc are used like ordinary non-phrasal verbs.

  29. J.W. Brewer said,

    January 22, 2019 @ 7:01 pm

    Note that imperative "listen up" can be extended for even greater emphasis/intensity to imperative "listen up and listen good." I'm not sure if there are parallel constructions. How would you fill in the blank for "sit up and sit __"?

  30. Bloix said,

    January 22, 2019 @ 7:47 pm

    There's an expression more-or-less identified with feminism, "speak up and speak out," which is somewhat analogous, but that's all I can think of.

  31. mnoelle said,

    January 23, 2019 @ 3:14 am

    To me, "listen up" is always called out to a group, rather than said to an individual. The vowel in "up" can be lengthened and made louder in a way "listen" alone cannot.

  32. Trogluddite said,

    January 23, 2019 @ 12:43 pm

    "Listen up" definitely implies an assertion of authority for me, as described in (myl)'s response to Barry Taylor. I feel that I've picked this up mostly from its use in entertainment media, as I don't recall encountering it very much "in the wild". I've always had the impression that it's a US idiom which has been taken up much more slowly here in the UK, which appears to be confirmed by Google ngrams (though as a primarily spoken imperative, written corpora may be somewhat misleading.)

  33. Gregory Kusnick said,

    January 23, 2019 @ 1:53 pm

    J.W.: I'd complete it as "Sit up and sit still."

  34. BZ said,

    January 23, 2019 @ 5:51 pm

    Calm up?

    I can see by your grin
    That you're trembling within
    It's all over town, cheer down

    (George Harrison)

  35. Lindsay Costelloe said,

    January 25, 2019 @ 5:42 am

    This expression has interested me for some time. The first time I heard it used in real life was about 1978-79 at work by a colleague. Before that i had only heard it on American TV shows. I noted the parallel with the German aufhören. I mentioned this to a colleague of German/American background a few years back and she noted that the equivalent German would be ”Hör mal!”

    Nevertheless the parallel is there. Before “listen up” gained currency here in Australia, you might have heard “Listen!” or sometimes “Listen here!” For emphasis (and maybe aggression).

  36. Rube said,

    January 25, 2019 @ 11:21 am

    @BZ:; somehow I'd never encountered that very clever lyric, thanks.

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