Live: Take No Prisoners was recorded during the series of albums where Reed employed the use of a binaural recording setup, using a dummy head with microphones in each ear. The back cover of the album notes: "Produced by Lou Reed for Sister Ray Enterprises LTD. This is a binaural sound recording."

Bruce Springsteen, who acted as an uncredited vocalist on the studio version of the song "Street Hassle", was in the crowd during the recording of the live album. During the performance of "Walk on the Wild Side" featured on Take No Prisoners, Reed addresses the musician is in the crowd, saying, "Hi Bruce. Springsteen is alright, by the way. He gets my seal of approval. I think he's groovy."^[2]

Reed later said, "everybody said I never talk. I was in my home town of New York, so I talked...I thought of even titling it Lou Reed Talks, And Talks, And Talks... but we called it Take No Prisoners because we were doing a job, a phenomenal booking in a tiny hotel in Quebec. All of a sudden this drunk guy sitting alone at the front shouts, 'LOU!! MAN!! TAKE NO PRIS'NERS, LOU!!'. And then he took his head and smashed it as hard as he could to the drumbeat. And that was only halfway through!"^[3]

The illustrations on the cover were officially credited to Brent Bailer^[4][5] but Spanish illustrator Nazario won in 2000 a legal battle after which it was determined that the original drawing had been done by him for the cover of a magazine in the seventies. RCA was forced to pay Nazario 4 million pesetas (around 24,000 euros/$27,000 USD). Nazario has said that if Lou Reed had ever asked him for permission to use his drawing, he would probably have given it for free.^[6]

Alex Neilson, writing for The Wire said, "this is the album I chose to remember Reed by. Gratuitous, conflicted, corrupted by his own brilliance – but, like the judo master who uses his opponent’s strength against him, Reed harnesses these very ingredients to make something truly transcendent."^[10] Alternately, AllMusic said, "On the odd moments when Lou is focused enough to actually perform a song from start to finish (such as "Pale Blue Eyes" or "Coney Island Baby"), he's in fine form, sounding loose but enthusiastic, but those moments don't happen especially often."^[11] Christgau said it was, "essentially a comedy record. Lenny Bruce is the obvious influence. And I thank Lou for pronouncing my name right."^[9]

All tracks written by Lou Reed.

Side one

1. "Sweet Jane" – 10:44
2. "I Wanna Be Black" – 6:27
3. "Satellite of Love" – 7:06

Side two

1. "Pale Blue Eyes" – 7:36
2. "Berlin" – 6:13
3. "I'm Waiting for the Man" / "Temporary Thing" – 13:59

Side three

1. "Coney Island Baby" – 8:37
2. "Street Hassle" – 13:15

Side four

1. "Walk on the Wild Side" – 16:54
2. "Leave Me Alone" – 7:29

• Lou Reed - vocals, guitar, Roland guitar synthesizer
• Stuart Heinrich - guitar, backing vocals
• Marty Fogel - electric saxophone
• Michael Fonfara - Yamaha electric piano
• Ellard "Moose" Boles - bass, backing vocals
• Michael Suchorsky - drums
• Angela Howell - tambourine, backing vocals
• Chrissy Faith - backing vocals

Technical

• Mixed and engineered by Manfred Schunke at Delta Studio, Wilster, Germany
• Audience engineer - Gregg Caruso, Jay W. Krugman, Julie Last
• Assistant engineer - René Tinner
• Mastered by Ted Jensen of Sterling Sound, NYC