Warwick recorded "Don't Make Me Over" in August 1962 a song later chosen as the lead single for her debut album Presenting Dionne Warwick. In October 1962, Scepter Records released the track as her first solo single. Initially, Warwick had found out that "Make It Easy on Yourself" — a song on which she had recorded the original demo and had wanted to be her first single release — had been given to another artist, Jerry Butler.
From the catchy contemporary phrase "don't make me over", Bacharach and David wrote and produced their first US top 40 pop hit (No. 21) and US R&B hit (No. 5). It was also a top-forty hit at number 38, in Canada. The background vocals in the song were from the Gospelaires, which featured sister Dee Dee, Sylvia Shemwell and aunt Cissy Houston.
In 2000, Dionne Warwick's 1962 version of "Don't Make Me Over" on Scepter Records was inducted into the Grammy Hall of Fame.
In July 1989, American singer Sybil released a dance cover of the song as the second single from her second album, Sybil (1989). Her version became a number-one hit in New Zealand for four weeks, reached number 20 on the US Billboard Hot 100, and peaked at number two on the BillboardHot Black Singles chart, eventually receiving a gold certification from the Recording Industry Association of America (RIAA). This version also became a UK hit, peaking at number 19 on the UK Singles Chart.
Bill Coleman from Billboard described Sybil's cover as a "spirited Soul II Soul-ish rendition of the Dionne Warwick classic [that] has smash written all over it". In an retrospective review, Pop Rescue stated that it has a beat that musically reminds of "a hybrid" of Soul II Soul's "Keep On Movin'" and Take That's "Pray", calling it "mellow and soulful". Miranda Sawyer from Smash Hits noted "the swoony dance wisples" of the song. David Keeps from Spin felt Sybil "seems to be emerging as the Dionne Warwick of the Soul II Soul generation", remarking her "achingly sexy conga-strings-and-coos" version of "Don't Make Me Over".