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 on Burt Bacharach, Warwick responded by shouting, in nearly in 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 as I am".
With the song composition completed, "Don't Make Me Over" was recorded under Bacharach and David's guidance by Warwick at Bell Studios 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, it was "Don't Make Me Over" that would be the hit single that broke initially in heavy rotation on San Francisco radio upon the record's October 1962 release, and under this title, Warwick's single debuted on the Billboard Hot 100 dated 8 December 1962, to rise as high as #21 - #5 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".)
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.
Don't Make Me Over
Dionne Warwick Lyrics
Jump to: Overall Meaning ↴ Line by Line Meaning ↴
Now that I'd do anything for you
Don't make me over
Now that you know how I adore you
Don't pick on the things I say, the things I do
Just love me with all my faults, that way that I love you
I'm begging you
Don't make me over
Now that I can't make it without you
Don't make me over
I wouldn't change one thing about you
Just take me inside your arms and hold me tight
And always be by my side, if I am wrong or right
I'm begging you
Don't make me over
Don't make me over
Now that you've got me at your command
Accept me for what I am
Accept me for the things that I do
Accept me for what I am
Accept me for the things that I do
Now that I can't make it without you
I wouldn't change one thing about you
Just take me inside your arms and hold me tight
And always be by my side, if I am wrong or right
I'm begging you
Don't make me over
Don't make me over
Now that you've got me at your command
Accept me for what I am
Accept me for the things that I do
Accept me for what I am
Accept me for the things that I do
The lyrics to Dionne Warwick's hit song "Don't Make Me Over" express vulnerability and the fear of losing the love and acceptance of a partner. The song is a plea to be loved and accepted for who she is, flaws and all. The lyrics start off with a plea not to change her and to love her despite her faults. She asks her partner not to criticize or judge her for the things she says or does. She then goes on to say that she can't make it without her partner and that she wouldn't change a thing about them. The chorus is a repetition of the title of the song, which emphasizes the importance of accepting and loving someone without changing them.
The second verse continues with the plea to be loved and accepted unconditionally. Warwick begs her partner to hold her tightly and always be there for her, whether she's right or wrong. She asks again not to be changed or made over in any way. The last verse repeats the chorus twice, reinforcing the idea that she wants to be accepted for who she is.
The lyrics of "Don't Make Me Over" speak to anyone who has ever felt insecure or unsure of themselves in a relationship. The song is a reminder that everyone has flaws, but love means accepting these flaws and loving someone for who they are. The song has resonated with audiences for decades and continues to be a popular and timeless classic.
Line by Line Meaning
Don't make me over
Please don't try to change me
Now that I'd do anything for you
Since I love you so much, I'm willing to go the extra mile
Don't pick on the things I say, the things I do
Please don't criticize me for being myself
Just love me with all my faults, that way that I love you
Please accept me as I am, just as I accept you
I'm begging you
I'm pleading with you to understand and respect me
Now that I can't make it without you
I'm so dependent on you now
I wouldn't change one thing about you
I love you just the way you are
Just take me inside your arms and hold me tight
Please show me your love and affection
And always be by my side, if I am wrong or right
Please be supportive of me, no matter what
Now that you've got me at your command
I'm under your control now
Accept me for what I am
Please embrace me as an individual
Accept me for the things that I do
Please respect my choices and actions
Accept me for what I am
Please embrace me as an individual
Accept me for the things that I do
Please respect my choices and actions
Lyrics © BMG Rights Management, Sony/ATV Music Publishing LLC, Capitol CMG Publishing
Written by: Hal David, Burt Bacharach
Lyrics Licensed & Provided by LyricFind
@wolfhaven9312
She is pure elegance and grace.
It is a rare gift no matter what the pc police says today.
Not everyone is born with grace.
I sure as hell didn't... I am clumsy and my own father says I should have "walking next to glass" insurance.
Like a moose in a China store.
That is okay... I am pushing 40 and have long come to terms with my short comings.
I will never be the lady who can wear white and not spill on it or walk in heels and not bump into things.
I admire that there are women who can do that.
Hell, there are men who can do that and its amazing.
Grace and talent are very rare these days... Especially for singers.
@JohmathanBSwift
Another amazing female vocalist who Burt Bacharach worked
with is Karen Carpenter .
If you want a women who could belt , try Linda Rondstadt .
She didn't work with Burt , but none the less .
Look up some of Linda's live work in the mid 70's where she was
doing a some Rolling Stone's pieces Tumbling Dice etc.
Jackson Browne helped compose with Linda on an album.
Jackson also got Warren Zevon to come back from Spain
to cut an album, of which I believe Linda did Carmelita off the album
, which is a beautiful song , plus Poor Poor Pitiful Me from Warren's album
that Jackson produced.
Glad Jackson Browne did get Warren to return.
I know this is all about Dionne, who along with Karen & Linda ,
are some of the most beautiful female vocalist of our American Heritage ,
but if you wan't to listen to a great album,
try Jackson Browne's album Late for the Sky .
I'm sure you'll be happy that you did.
@kmendo215
Ashley Says so brought me here and I'm glad she did!
@purple7970
Me too and I'm grateful because I never knew Dionne Warwick was this above the rim.
@SweetUareDesi
Saaaamme
@zairedravis2747
Me too
@marquitashiver6141
Same and wow is her voice beautiful. Very beautiful tone.
@cheetahsmith4931
Me too
@Versiongurl
How she carefully got into position on stage brought tears to my eyes because it was so humbly done and had me feeling like she’s been through a lot to get there.
@simone222
Wow. That was deep. 💗
@Linda-in9ns
Beautiful song. 🎵
@wolfhaven9312
She is pure elegance and grace.
It is a rare gift no matter what the pc police says today.
Not everyone is born with grace.
I sure as hell didn't... I am clumsy and my own father says I should have "walking next to glass" insurance.
Like a moose in a China store.
That is okay... I am pushing 40 and have long come to terms with my short comings.
I will never be the lady who can wear white and not spill on it or walk in heels and not bump into things.
I admire that there are women who can do that.
Hell, there are men who can do that and its amazing.
Grace and talent are very rare these days... Especially for singers.