Don't Make Me Over (song)

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"Don't Make Me Over"
Single by Dionne Warwick
from the album Presenting Dionne Warwick
Released 1962
Recorded 1962, Bell Sound Studios, New York City, New York
Genre Pop, easy listening, soul
Length 2:46
Label Scepter
Songwriter(s) Burt Bacharach, Hal David
Producer(s) Burt Bacharach, Hal David
Dionne Warwick singles chronology
"Don't Make Me Over"
"This Empty Place"

"Don't Make Me Over"
"This Empty Place"

"Don't Make Me Over" is a song written by Burt Bacharach and Hal David, which also marked the recording debut of Dionne Warwick in 1962.

Dionne Warwick version[edit]

The songwriting/production team of Burt Bacharach and Hal David had been struck by Dionne Warwick's work as a session singer on The Drifters' "Mexican Divorce" in February 1962 and subsequently Warwick had regularly vocalized on demos of compositions by that Bacharach/David team, beginning with the song "Make It Easy on Yourself". Florence Greenberg, owner of the Scepter Records label, had signed Warwick after hearing her voice on the demo for "It's Love that Really Counts" although Greenberg did not wish to release that song as a single by Warwick ("It's Love That Really Counts" was given to the Shirelles to serve as a B-side); Greenberg also rejected "Make It Easy on Yourself" which was subsequently placed with Jerry Butler, which would become a charted hit recording. Warwick had hoped "Make It Easy on Yourself" would serve as her recording debut.

Upon learning from Bacharach and David the label didn't think her style was correct for their new song, and that Jerry Butler was selected for recording it, a keenly disappointed Warwick felt used, manipulated and exploited, and dismissed the team's assurance of writing her an equally viable song in her own style. According to a Biography cable television episode featuring Burt Bacharach, Warwick responded by shouting, in nearly a crying rant, at the songwriters as she left the recording studio: "Don't make me over, man . . . (you have to) accept me for what I am". Bacharach and David looked at each other in the moment, in stunned disbelief, at her youthful outburst at them. David said to Bacharach: "Burt, I think we just heard the title of a new song". David, never to waste life's circumstances and moments as inspiration for a song, in fact went to work on lyrics and utilized Warwick's authentic energetic outburst as the title and sentiment for "Don't Make Me Over", shifting the meaning of the phrase to "Accept me for what I am"[1] and adding the phrase "Accept me for the things that I do".

With the song composition completed, Warwick recorded "Don't Make Me Over" under Bacharach and David's guidance at Bell Sound Studios NYC in August 1962. The production, at the time, was a recording industry departure and represented a new, powerful, often-soaring orchestral-choir framing of Bacharach's melodies with David's either forceful or tender lyrics around the bold, fresh soulful female voice of the young Dionne Warwick — an original sound — the new Bacharach-David style of recording had been coined for the listening public.

Florence Greenberg initially disliked the unconventional new sound. The witty Bacharach recalls Greenberg "cried upon hearing it, and not because she loved the recording" — and another track from the same recording session, "I Smiled Yesterday", was the official A-side of Warwick's debut single with "Don't Make Me Over" relegated to the B-side. However, "Don't Make Me Over" broke initially in heavy rotation on San Francisco radio upon the record's October 1962 release, and that title debuted on the Billboard Hot 100 on 8 December 1962 and peaked at #21 there, and at #5 on the R&B, in January 1963. (The single misspelled Dionne Warwick's true surname, Warrick, as Warwick; from this point the singer, previously known personally and professionally as "Dionne Warrick", went by the name "Dionne Warwick".)[2]

The first of over 56 charted singles Warwick placed on the Billboard Hot 100 Chart between 1962 and 1998, the original recording of "Don't Make Me Over" was inducted to the Grammy Hall of Fame in 2000. That same year, Warwick recorded and released a revamped and updated version of "Don't Make Me Over" on her album Dionne Sings Dionne II, roughly thirty-eight years after recording the original version.

Other versions[edit]

Warwick's version wasn't the first version being produced. In fact, Tommy Hunt was the first to ever play the song. it appeared on the album "Human" (1961) and later on the compilation album "The biggest man" (1989). Although this version didn't have as much success as Warwick's version, it's a very similar sounding record and also features a very sweet orchestral sound. Dionne Warwick's version of "Don't Make Me Over" was released in the UK early in 1963 (Stateside SS157), followed by her second single "This Empty Place"/"Wishin' And Hopin'" (Stateside SS188). Her third UK release was "Make the Music Play" on Pye, who re-released "Don't Make Me Over" on a four track EP in 1964. Louise Cordet made the first bid for a UK hit with "Don't Make Me Over" with an unsuccessful single release in April 1964, and in 1965 a single by the Dowlands, produced by Joe Meek, also failed to chart. The song finally reached the UK charts via a version by the Swinging Blue Jeans, which reached #31 in February 1966. Recorded July 30, 1965, the Swinging Blue Jeans version was originally passed over for single release in favour of the track "Crazy 'Bout My Baby" with "Don't Make Me Over" not released until January 1966. Later, an orchestral arrangement having been added on December 15, 1965, to the track, which received enough regional attention in the US to reach the Bubbling Under Hot 100 Singles chart in Billboard.

"T'en Vas Pas Comme Ça", a rendering of "Don't Make Me Over" with lyrics by Pierre Delanoë, would give Nancy Holloway a #11 hit in France in 1963, with a rival version by Les Surfs reaching #71 (the Dionne Warwick original would have a 1964 release in France reaching #69). "Don't Make Me Over" was also rendered in Italian by Ornella Vanoni as "Non Dirmi Niente"; this 1964 single reached #21 in Italy.

The Czech rendering "To Se Mi Nezdá" was recorded in 1967 by Judita Čeřovská (cs).

Shirley & Johnny, an English duo, recorded this song in February 1969.

In 1970, Brenda & the Tabulations reached #15 on the R&B charts with a remake of "Don't Make Me Over" recorded at Regent Sound Studio in Philadelphia with producer Van McCoy; this version of the song was a minor Pop crossover, reaching #77 on the Billboard Hot 100.

Jennifer Warnes remade "Don't Make Me Over" for her 1979 Shot Through the Heart album; issued as a single, the track reached #67 in January 1980.

In 1989, a new jack swing style remake of "Don't Make Me Over" by Sybil[3] reached #20 Hot 100 - besting the #21 peak of the Warwick original - and #2 R&B. It became a gold record. This version also became a UK hit at #19 and peaked at the top of the charts in New Zealand. A prominent sample of Sybil's version of the song became the basis for Caron Wheeler's 1992 hit single "I Adore You" from the soundtrack of the motion picture Mo' Money starring Damon Wayans.

"Don't Make Me Over" has also been recorded by Petula Clark, Neil Diamond, Connie Francis and Thelma Houston.

On the television program Glee Amber Riley performed "Don't Make Me Over"; this version is featured on Glee: The Music, Volume 2

In 2010, a five piece British-Irish doo-wop quintet, The Overtones recorded "Don't Make Me Over" for their debut album Good Ol' Fashioned Love.

In 2013, American Idol contestant Candice Glover sang "Don't Make Me Over" and received a standing ovation from the panel.

Los Angeles-based Art pop artist Julia Holter recorded the song in 2014. [4]


  1. ^ Butler, Jerry (2004). Only the Strong Survive: memoirs of a soul survivor. Bloomington IN: Indiana University Press. p. 116. ISBN 0-253-21704-0. 
  2. ^ Dominic, Serene (2002). Burt Bacharach, song by song: the ultimate Burt Bacharach reference for fans. London: Omnibus Press. p. 93. ISBN 0-8256-7280-5. 
  3. ^ "Voters' Guide to NAIRD's 1989 Indie Awards" (PDF). Billboard. June 2, 1990. p. 46. Retrieved August 9, 2016. 
  4. ^ "Julia Holter Covers Dionne Warwick's "Don't Make Me Over" on New Single". Pitchfork. Retrieved 17 January 2015. 

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