All of Me
Frank Sinatra featuring Ken Lane Lyrics

Jump to: Overall Meaning ↴ Line by Line Meaning ↴

You took my kisses and you took my love
You taught me how to care
Am I to be just the remnant of a one-sided love affair?
All you took, I gladly gave
There's nothing left for me to save

All of me why not take all of me
Can't you see I'm no good without you

Take my lips I want to lose them
Take my arms I'll never use them
Your good bye left me with eyes that cry
How can I go on dear without you

You took the part that once was my heart
So why not take all of me

Overall Meaning

The lyrics to the classic jazz standard "All of Me," as performed by Frank Sinatra, Louis Armstrong, and Johnnie Ray, is a poignant and sentimental exploration of love and loss. The first verse starts with the singer acknowledging that their lover has taken everything from them, including their love and affection, and has left them wondering whether they will only ever be a remnant of a one-sided love affair. However, despite the hurt, the singer confesses that they gave everything they had to that love, and there is nothing left for them to hold on to.

The chorus then follows, with the singer begging their lover to take all of them, as they cannot see themselves functioning without them. The lyrics "take my lips, I want to lose them, take my arms, I'll never use them" are a plea to be rid of anything that isn't necessary if their lover is gone. Finally, the song concludes with the singer admitting that their lover has taken the part of their heart that once belonged to them, leaving them to wonder why not take all of me since they already have.

Line by Line Meaning

You took my kisses and you took my love
You received all my affection and care

You taught me how to care
You showed me how to love and give

Am I to be just the remnant of a one-sided love affair?
Am I to be deserted with only feelings of love?

All you took, I gladly gave
I gave you everything and accepted nothing in return

There's nothing left for me to save
I gave all of myself to you with nothing left to hold onto

All of me why not take all of me
I offer myself to you completely and without reservation

Can't you see I'm no good without you
I am incomplete and lost without your love

Take my lips I want to lose them
My affection is solely yours, take it all

Take my arms I'll never use them
I offer my embrace to you willingly

Your good bye left me with eyes that cry
I am heartbroken and in despair without you

How can I go on dear without you
My heart and soul cannot continue without your love

You took the part that once was my heart
You have taken my love and the very essence of who I am

So why not take all of me
I offer my heart, my love, and every part of me to you without hesitation

Lyrics © Kanjian Music, Sony/ATV Music Publishing LLC, Capitol CMG Publishing, Cloud9, Warner Chappell Music, Inc.
Written by: Gerald Marks, Seymour Simons

Lyrics Licensed & Provided by LyricFind

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Comments from YouTube:

@gyniest

13y↑2

What more can you say? This song is a masterpiece sung by the greatest popular singeer of all time.

@MarkBlackburnWPG

2y↑1

Yours (as usual) is the best version at YouTube this day, Catman916 -- deservedly the most enjoyed: "550,432 views." Thanks for sharing. Celebrated this day [search] " Great Melody, Great Lyric, Great Rendition, Songwriting Workshop, Harmony Central "

@muzo56281721

10y↑6

This is most eloquently perfect music: The Voice, Melody, and wonderfully orchestrated musical prosody. GENIUS!

@princeandrey

3y↑2

Early Sinatra. His ingenuous sound is a special kind of beautiful. But he didn't know how to end a song till a bit later during his come-back period, in which he was unsurpassingly great!

@ManuelaMoraes

8y↑20

This is just... divine. This may be the first dance I'll have with my husband at my wedding day. That would be truly wonderful.

@tryarunm

7y↑1

I hope you did. God bless the both of you.

@Litzwire17

6y↑1

Just seeing your comment...20 years after it was the first dance at my wedding, played by a few friends and fellow musicians. I recommend.

@louisecherico7726

been listening for past two hours. great memories of growing up in a proud Italian household!

@catman916

12y↑11

There is an excellent reason why he was known as "The Voice" during this period. No one surpassed him. Axel Stordahl's string arrangements were as good as the later ones of Gordon Jenkins and Nelson Riddle in my opinion.

@zackklein2225

11y

So Beautiful! Not just his voice but the song writing and composing were so much better too!!

@palmershort5089

9y↑14

I actually like Frank's voice in the fifties. Especially his incredible album "In The Wee Small Hours" The voice had mellowed into a nice baritone and had more emotion after all his romantic adventures ala Ava Gardner. Another great album " Only the Lonely" with a fabulous picture on the album cover. There are not many singers , maybe Tony Bennett that could make you feel their pain. There will never be another Frank Sinatra.

@catman916

9y↑2

It's important to remember that 10 years elapsed from the time he recorded "All the Things You Are" to In The Wee Small Hours. His voice did deepen and mellow and he had experienced the breakup of his marriage to Ava, hemorrhaging of his vocal cords, and the loss of his recording contract with Columbia records. These events, no doubt, were important factors in his voice changing.

@averygordon5334

9y↑1

"In The Wee Small Hours" and "Only The Lonely" are two of my favorite albums. Add to the aforementioned damages his smoking, and you're looking at a rougher-edged, less lyrical sound. But he made the best of it.

@catman916

9y↑1

Avery Gordon
Don't forget No One Cares, Where Are You, and Point of No Return to round out his darker theme albums of the 1950s.

@patrickryan1515

Never! 9/2018

@muscleboi4use

13y↑1

Oh wow... that last note is a held top A and totally perfect. All that's missing is the verse that leads in.

@ammagato

48w

La voce più bella del mondo!

@jeler47

esta hermosa melodia es semblanza de una epoca romantica, con hermosas canciones y musica esplendorosa que para desgracia de los actuales, no podra repetirse, a menos que tuvieran el espiritu de aquellos años, y dejenme decirles que no soy de esa epoca pero me encanta y sobre todo all the things you are. suprema¡

@MrLuvOldies

10y↑13

Frank Sinatra---The Best Singer That Ever Was.

@raidencraig

10y

I believe that he finishes this one with the highest note he ever hit in a recording...agree with excellent, informed comment be
low by ddkoda

@catman916

10y↑2

Craig Stiegel
I think that many people tend to overlook that that Frank Sinatra was as great a singer in the 1940s as he was in the 1950s.

@theARMORYchannel

10y↑1

agreed hands down

@jeremiahpeppercorn3292

10y

catman916
I'm afraid I have to disagree. His voice was certainly at its technical best in the 40s, but I just don't feel the passion and pathos that would come with his later performances. To me, what makes Sinatra such a great singer is the feeling, the emotion. His ability to make us feel what he is feeling. I just don't get that from most of the Columbia recordings. They seem too stiff and "sterile". That said, this probably is one of my favorite Sinatra recordings. One of the few exceptions.

@jeremiahpeppercorn3292

10y

catman916
I also enjoy If You Are But a Dream and Time After Time... So okay. Maybe more than a few exceptions.

5 More Replies...

@century123ful

11y

Thank you very much.I remember seeing him sing these songsbackwhen I myself was a young kid. I was enthralled by the young Sinatra, who even then, sang with such poise and became the great artist of his day and for many years afterwards And what else distinguished him from other singers was his charisma and unmatched phrasing. Thanks again!

@saracole1192

Thanks for the post.

@ellazotomayor10

Wow!!!! such a lovely, beautiful song of all time and Frank Sinatra perfected it!!!!!

@felixbautista

14y

A longtime favorite of mine.... a timeless classic in the true sense of the word... thank you for uploading.

@jansoars1981

12y

Goodness, this is just gorgeous! Always loved Sinatra!!! So glad this stuff is still available to listen to. I feel grateful. Thank you very much!

@JeffGuyDuclos

9y↑1

Frank Sinatra tells me there is a God and a Heaven. Thank you Frank Sinatra.

@MOGGS1942

Well,the great man got at least one thing wrong.

@MJLeger-yj1ww

Thanks for posting all those old pictures of FS with this video -- very nice!

@ddkoda

11y↑1

This song breaks the mold in several different ways. First of all there is the utterly beautiful melody and lyrics by Jerome Kern and Oscar Hammerstein II. Of course we have this gorgeous orchestration by Axel Stordahl. Then the great interpreter, Frank Sinatra truly does justice to what the songwriters had in mind. He is also a master of legato as noted by his seamless phrasing. On several occasions Frank acknowledged TD's legato style trombone playing as an influence on him in this regard.

@harryhagan5937

You are an intelligent and astute listener! Exactly so!

@larisasuhanov9213

8y↑1

This is so many memories with this song!

@davidlehman9149

The greatest!

@maureen1938

14y

Such a beautiful rendering of this lovely song. Thank you again for posting this superb music which is well appreciated.

@RogerDDog

10y↑2

I love the early years. There's a brilliant album called "Where Are You" and I highly recommend it.

@olivealbers2478

Me too, for his voice, was unbelievable then.

@jmeredith9278

Never fails to bring tears.

@olivealbers2478

He looked like the man I love once too.

@lonegeminielf2

I love the music of Jerome Kern!

@MJLeger-yj1ww

At the end -- that's the highest note I've EVER heard Sinatra hit in all his performances and recordings! Wow! But then, he was young in 1945 when this was recorded, and while he lost some notes in the upper register as he aged, he gained a few in the lower register.

@Tarantula33222

11y

To be honest I'm not much of a fan of Metal music myself, but I never really call it out for being 'bad' music. Music can never be bad, just.. Different. I'm just happy it's there.

@century123ful

10y↑1

When he hit the high note at the end of this beautiful song, Frank Sinatra had recorded a magnificent rendition of this Kern composition.What a brilliant artist he was!

@gyniest

+century123ful - Yes closed circle,---I'VE listened to Sinatra's version of OVER THE RAINBOW many times because it is so beautiful. Whenever I WANT TO LISTEN TO BEAUTIFUL MUSIC I simply tune out most of the crap that's prevalent in today's music and listen to Sinatra. He was the very best and how I miss him!

@catman916

9y↑1

+gyniest While I love his recordings from the 1950s, I think that Sinatra made some of his greatest recordings in the 1940s. His ballads with Axel Stordahl have not been surpassed.

@ninianmacmillan-keith7435

9y↑1

The greatest . A beautiful song

@MOGGS1942

10y↑4

One of the greatest songs ever written. And Ol' Blue Eyes does such a great job. But hey,I'm biased!!!

@plexiseagull

How beautiful.

@lonegeminielf2

Thanks for posting!

@hannahbelle7153

beautiful

@germanquintero10121946

UNA BELLEZA MAS DE SUS HERMOSAS CANCIONES

@independentfilmchannel1476

8y↑6

Although the 50s and early 60s are the Sinatra Renaissance period, there is a lot to be said for these early big band recordings. The purity of tone, the peerless phrasing, and the sustained power were present from the very beginning. Frank was the greatest among all the male popular singers. Only Nat King Cole even came close.

@catman916

8y↑1

You express my sentiments exactly, Independent. The only thing that I would add is the wonderful arranging by Axel Stordahl which made the 1940s Columbia recordings so special.

@tryarunm

I dare say Nat was ahead by a block, and ahead of him by a block was Crosby, but those were not the times to express such opinions.

@princeandrey

I always liked Mel Torme. But Sinatra in the 1950's was pretty much unmatched.

@windstorm1000

9y↑1

a great song--and hard to pull off--have to have great breath control for one--Sinatra had best breath control in business--it was the key to his phrasing--plus his intelligent reading of all songs he did.

@premanadi

Perfection.

@plan9area51

8y↑1

From the musical "Very Warm for May" 1939, Jerome Kern & Oscar Hammerstein II

@Nasir7777777

12y

beautiful amazing sinatra

@javierazmat4498

11y

El mejor!!! por mas que pasen los años, siempre me gusta...

@donaldgordon7870

YOU ARE AND ALWAYS WILL BE TRIUMPH

@iamlindavilela

13y

Wow this is beautiful.. I have to learn it to class and I'm glad to :)

@paulpaulc4523

I love both Frank Sinatra and Gordon MaCrae singing this song.

@averygordon5334

9y↑13

This is Frankie before The Rat Pack, before Vegas, when he was the boyish charmer who had girls fainting in their seats. And dig that last note. Beat that!

@catman916

9y↑1

It is easy to understand Frank's appeal during the early part of his career. I think that some people dismiss his work from the '40s as not as good as that of the '50s and '60s. I personally believe that he made some of his best recordings during the time of his association with Axel Stordahl while at Columbia.

@century123ful

catman916
I'm in total agreement with you. The Sinatra/Stordahl combination was the best ever. Frank hit the high notes with ease.Stordahl's arrangements were beautiful, especially his use of the strings.

@catman916

130starfish
Frank's voice and style did evolve from the 1940s to the 1950s, and he did produce some of his greatest recordings during his Capitol period, but many of his Columbia recordings with Axel Stordahl are magnificent.

@MOGGS1942

9y↑1

catman916 "If you are but a dream",Sinatra/Stordhal version,is my very favourite recording.

@MOGGS1942

catman916 "If you are but a dream",Sinatra/Stordhal version,is my very favourite recording.

8 More Replies...

@mannionten

13y

wonderful lyrics marvelous singer what more could one ask?

@user-fo7mk3ye8s

10y↑1

เยี่ยมมาก

@slikman19

12y

who the hell could dislike sinatra, thats my only question

@century123ful

11y

Thanks- I would be most appreciative!

@century123ful

11y

Sinatra was a baritone, but early in his career he could reach the high notes without difficulty. Later on, when he was much older and still was making popular recordings, he naturally could not reach the high notes with ease.Yet. we must remember, that his career spanned six decades,and what a remarkable career it was!

@darrikgoul2227

11y

I listened to death metal before coming here. Both are fantastic. If you want good vocals, listen to this. If you want great guitarwork listen to metal.

@mariadapazcintramariadapaz3879

10y

Emocionante,

@010bobby

12y

each period has it's own style of music..nevertheless we cannot deny the genuis of this singer

@averygordon5334

I absolutely concur.

@catman916

You would appreciate The Columbia Years: 1943-1952 12 CD Box set. It contains all of his Columbia recordings, but unfortunately is expensive. There is also the much more affordable The Best of the Columbia Years: 1943-1952 4 CD box set.

@j_bubblez279

12y

his songs make me dream of love and fairytails...only if it could happen in real life

@MariaperezRK

8y↑3

I love all versions of this song, especially Michael Jackson´s.

@MOGGS1942

11y

I fully concur.

@catman916

12y

@archer1949 I agree that the Sinatra-Riddle collaborations represent the best output of his career. Axel Stordahl's arrangements with lush strings were typical of the period, as you have noted. While many prefer the swinging Sinatra of the1950s, these recordings from the 1940s are nevertheless worthwhile in my opinion.

@bobcohoon9615

The good things that you are

@samwharton5866

'All the Things You Are' was voted the best romantic song of all time and certainly one of the most recorded. Try Rebecca Luker's version, which I think is the best, even if some people think her voice is better suited to Opera. Oh, well,. as we've found out there's as many opinions as there are people!

@windstorm1000

+Sam Wharton yes--its voted that by critics, songwriters, etc--the perfect song really--and so listenable....

@windstorm1000

10y

Yes--and there's several technical chord progressions to the song which I can't get into here that also zoom the whole thing upwards. Its rated as the 'perfect song' consistently on all levels

@ghiottimicheline1721

the best

@catman916

12y

@re6356 I completely understand. Although it was recorded so long ago, this music is timeless.

@catman916

13y

@Prokofievfan I think that many people overlook the many great recordings that Frank Sinatra made during his Columbia years.

@century123ful

11y

In the l940's,there was a special short moviemade about racial intolerance. In it, young Sinatra sang two beautiful songs, "The House I Live In" and "If You Are But A Dream". The movie won a special award and Sinatra received high acclaim for his performance. If you've never heard both of these musical numbers, you're really missing something special.Sinatra was just about perfect if there is such a thing as perfection.

@catman916

12y↑1

@DrJennyGyn With the exception of the work late in his career, I love all of output. His Columbia recordings are excellent. Since you really appreciate his early recordings, I highly recommend Frank Sinatra The Columbia Years (1943-1952): The Complete Recordings 12 CD box set. It's pricy, but worth it. Also consider the 2 CD V-disk box set, and The Song Is You, a 4 CD box set of all his recordings with Tommy Dorsey.

@princeandrey

I agree. He ruined himself later on. It was a question taste: He lost it and lapsed into self-parody. I think his bad character at the end was the ruination of him as a singer.

@averygordon5334

Looking at the 4-CD set on Amazon, used, right now.

@catman916

By all means get it. You can't go wrong adding it to your collection, Avery.

@catman916

11y

I agree with you, century123ful. Johnny Mathis did an excellent rendition and included the introductory chorus, but I prefer Frank's version.

@velmaharbuck6599

"LOVELY"

@ddkoda

12y

You seem to be correct in your contention that this is Frank Sinatra's highest recorded note. I for one have never heard him sing anything higher than the note you mentioned at the finale of this utterly beautiful song.

@raidencraig

12y

I also like this famous recording by Frank where he showed he could hit the highest note he ever recorded. As for the "sappy strings" mentioned by someone, I urge listening to that GREAT young voice (the best male popular singer EVER) wrapped by those strings. I agree with Nancy-- the Voice was best in the 40's, though he surely had matured vocally and in terms of rich interpretations in the 50's. The only F.S. I regret was when he stayed on stage too long and the voice was spent.

@jamesferrell7809

12y

The King of Cool.

@catman916

11y

I assume that you are referring to Charlie Parker. The 2 versions of "All the Things You Are" are quite different - one a romantic vocal with strings and the other cool jazz. I am a big fan of both artists and consider each version to have great merit.

@catman916

11y

This actually was his mug shot when he was arrested in Bergen County, N.J. in 1938,when he was 23-years-old.

@sidecrusher

12y

@ChetArrista Yes as with Frank modesty has never been my strong point say it how it is ! Franks is good but but not even close to Mathis's version from the album Sweet Surrender all that album is incredible )

@ChrisStockslager

13y

@BlimpyBoy Nah, he threw Gs into "The Oldest Established Permant Floating Crap Game" even up until his 70s. He also briefly hit Abs on the reprises of I've Got You Under my Skin," from about 1974-on. He held an Ab on "You Are Love."

@catman916

12y

@jansoars1981 You're welcome. There are more of these Sinatra-Stordahl recordings which I have uploaded.

@catman916

11y

I will upload 2 different versions of "If You Are But A Dream." I will try to get to "The House I Live In" later.

@princeandrey

"House I live in," when he was an FDR Democrat.

@catman916

14y

@maureen1938 You're welcome, Maureen. Your comments are very kind.

@MJLeger-yj1ww

What a talent -- he even got better as he got older, but I don't think he would have hit that last high note later on! But I liked his more mature voice, and the songs he did later, after 1945 -- better. He didn't have them fainting in the aisles when he was older, but his performances were always sold out and the crowd loved him, even when at the end, he forgot the lyrics for a second, someone shouted from way up in the audience, "We love you Frank" and the audience roared! He picked up where he left off and performed beautifully. He was pushing 80 then, and still people couldn't get enough of him. He CHOSE to hang it up when he did. NO singer sounds the same in old age as they did when young, voice ranges age too, don't forget! (He lost a couple of notes in the upper register but gained a couple in the lower.)

@independentfilmchannel1476

8y↑1

Yes but he never should have come out of retirement in the 70s. His voice was long gone by then. Only the most inordinately devoted of fans embraced such misfires as the awful "New York, New York." How does that compare to "It Was a Very Good Year" or "All the Way"? Pitiful to even try.

@catman916

8y↑1

Once again, I agree with you. The older he got the rougher his voice became. The cigarettes and Jack Daniels also took their toll..It's painful for me to listen to his later recordings.

@century123ful

It was only natural to expect that Sinatra's voice was not as good in his late years, but people all over the world recognized him for the legend that he was and still wanted to see and listen to him before he was to die.And we must remember that Frank made his mark singing the songs of the great composers like Kern, Porter, Rodgers Gershwin, etc. After them the quality of music declined with the exception of a few good composers. Frank had to settle for what music there was.

@adabsiz2000

There are 29 misfits somewhere on this earth who don't like this performance or music !!!

@cleaningagent101

12y

@muscleboi4use it's an f sharp. not that it matters that much i guess, but just so you know.

@catman916

11y

The term rock and roll is usually attributed to Alan Freed, not Murray Kaufman.

@BlimpyBoy

13y

@ChrisStockslager Well I'll be damned. There really is an Ab right at the end of You Are Love. Ah, the things you learn on YouTube...

@doughelms558

Sounds like a trained voice. He's an opera singer here.

@muscleboi4use

12y

@cleaningagent101 In which case my singing teacher has given me this piece in a very different key!

@JonJll

wow

@jmanadd1761

10y↑1

Frank did a good job with this song but Tony Martin really polished it.

@taddeot9252

10y

*****

@almxx

12y

@gyniest Listen to Damone's rendition.

@Prokofievfan

13y

Of course, he made some great recordings under the helm of Nelson Riddle, but Frank's singing was best when he was still known as "The Voice," before his vocal vocal hemorrhage in 1950.

@JendrixHimi

11y

Well I guess if you like to listen to singing almost a semi tone flat , then Frank's your guy!

@rosco1pug

Rick Beato brought me here ..

@century123ful

11y

Flat? I don't know what you were listening to, but Sinatra was never flat in any of his legendary recordings. Put your ears a little closerand be sure you're listening to the right guy.

@ManovSteelo

11y

He was.

@century123ful

11y

Really? I've been a Sinatra fan going all the way back to the days when he was a vocalist for Harry James and Tommy Dorsey. I stillhave most of his recordings dating back to the days when Axel Storhdal conducted the orchestra for his recordings. Never did I hear anything about hissinging slightly flat.I doubt that he would ever have been named as the best popular singer of the 20th century with a flat singing voice.

@grafter8337

9y↑1

Great pity that Sinatra went on singing beyond his expiry date. Here we find him at his best.

@catman916

11y

I have both of these recordings. Would you like me to upload them, century123ful?

@masonjarre6612

One wonders how most of today's "singers" can claim to be singers! Exception... Michael Buble'

@BlimpyBoy

13y

That F# at the end is believed by some to be "Sinatra's Highest Recorded Note. Ever." (TM) Don't know if that's true, but I'll grant that it *is* plausible.

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