What'll I Do

For the Janet Jackson song, see Whoops Now/What'll I Do.

What'll I Do
Song by Irving Berlin
Written	1923

"What'll I Do" is a song written by Irving Berlin in 1923. It was introduced by singers Grace Moore and John Steel late in the run of Berlin's third Music Box Revue and was also included in the following year's edition.

Background

"What'll I Do" is one of the few songs by Berlin that is clearly biographical. His fiancée, a society beauty named Ellin MacKay, had been sent to Europe by her disapproving father, a very wealthy Long Island magnate, in the hopes that MacKay would forget Berlin. (She did not and eventually they married.) The song was written during McKay's "tour" of Europe. In the lyrics, the singer longs disconsolately for his love, imagining how he can go on without her.

Recordings

• Johnny Mathis included on his Warm album (1957).
• The best known cover version was recorded by Frank Sinatra for his album All Alone (1962).
• Harry Nilsson included this song on his 1973 album of American standards, A Little Touch of Schmilsson in the Night, arranged by Gordon Jenkins.
• Linda Ronstadt and the Nelson Riddle Orchestra covered the song on her album What's New, produced by Peter Asher in 1983, with tenor sax solo by Bob Cooper.
• Bob Dylan covered it in his album Shadows in the Night (2015).
• The song was included on Seth MacFarlane’s fifth album, Once in a While.

In popular culture

• The song was used as a generalized theme in Nelson Riddle's Academy Award-winning period score for the film The Great Gatsby (1974) starring Robert Redford and Mia Farrow, sung by character actor William Atherton.
• It was sung by Mary Steenburgen in the movie The Butcher's Wife (1991)
• Bea Arthur sang it in The Golden Girls episode, "Journey to the Center of Attention".
• The song was used as the theme tune to the British sitcom Birds of a Feather, performed by William Atherton and later its lead stars Pauline Quirke and Linda Robson.
• An instrumental version of the song was used under the closing scene of "I Do, Adieu" (1987), the fifth-season finale of the sitcom Cheers.
• The Johnny Mathis version of the song was also used in the closing scene of "The Jet Set," the eleventh episode in the second season of Mad Men.