All Or Nothing At All With Frank Sinatra
Harry James & His Orchestra Feat. Frank Sinatra 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 song All Or Nothing At All With Frank Sinatra by Harry James & His Orchestra Feat. Frank Sinatra was released in 1939. The lyrics of the song are about a failed love affair where the woman took everything from the man including his kisses, love, and heart. The man in the song is left with nothing after the one-sided affair ended. He questions whether he will always be remembered as just a remnant of a love affair that only had one side.

The singer of the song gave everything he had to this love affair but it still wasn't enough. He is trying to convince the person who left him to take everything he has left. He is willing to give up all of himself including his lips and arms that he will never use. The singer realizes that he cannot function without this person and asks them to take everything he has left. The lyrics of the song are very emotional and are sung with a lot of passion by Frank Sinatra.

Overall, the song All Or Nothing At All With Frank Sinatra is a classic romantic ballad that talks about the pain of unrequited love. The message is timeless and will continue to resonate with people for many years to come.

Line by Line Meaning

You took my kisses and you took my love
You accepted my love and affection.

You taught me how to care
You showed me how to love and care for someone.

Am I to be just the remnant of a one-sided love affair?
Am I to be left behind as just a remainder of a one-sided relationship?

All you took, I gladly gave
I gave you everything you wanted happily.

There's nothing left for me to save
I have nothing left to hold on to and save.

All of me why not take all of me
Take all of me, not just a piece.

Can't you see I'm no good without you
I can't function without you. I need you.

Take my lips I want to lose them
I want you to take my lips away so I no longer have to kiss anyone but you.

Take my arms I'll never use them
I'll never embrace anyone other than you, so you might as well take my arms.

Your good bye left me with eyes that cry
Your goodbye made me cry, and now I have tears in my eyes.

How can I go on dear without you
I can't keep going on without you. I need you by my side.

You took the part that once was my heart
You took the piece that once was my heart and left me with nothing.

So why not take all of me
Just take everything I am, I have nothing left to give anyway.

Lyrics © Marlong Music Corp., SONY ATV MUSIC PUBLISHING,
Written by: GERALD MARKS, SEYMOUR SIMONS

Lyrics Licensed & Provided by LyricFind

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Most interesting comment from YouTube:

@LordFrancisco1000

5y↑12

All or nothing at all
Half a love, never appealed to me
If your heart, never could yield to me
Then I'd rather, rather have nothing at all
I said all, nothing at all
If it's love, there ain't no in between
Why begin then cry, for something that might have been
No, I'd rather, rather have nothing at all
Hey, please don't bring your lips close to my cheek
Don't you smile or I'll be lost beyond recall
The kiss in your eyes and the touch of your hand makes me weak
And my heart, it may go dizzy and fall
And if I fell under the spell of your call
I would be, be caught in the undertow
Well, you see, I've got to say no, no, no
All or nothing at all
And if I fell, fell under the spell of your call
Don't you know I would be caught in the undertow
So, you see, I've got to say no, no, or
Or nothing at all, or
Or nothing at all

All comments from YouTube:

@aisforamerica2185

5y↑124

I enjoy Frank, but I think I enjoy him most in his early days...there's nothing quite like that youthful voice behind the 1940s fuzzy audio!

@monicabella7894

3y↑1

Simply the truth

@lrn_news9171

3y↑3

I agree. Sinatra from early 1940s to 1946 was unbeatable

@zackb161

3y↑1

The Voice!

@princesskagome23

Completely agree

@stefanschutz5166

41w

Later he become vulgar.

1 More Replies...

@century123ful

9y↑52

Young Frank Sinatra showed why, in this memorable recording, he was destined to become the best popular singer of all time. I still have the original recording and treasure it along with his many other great recordings throughout his lifetime.

@kristinehatkinson7323

4y↑1

Amen. I think his best of all time.

@bradhuskers

3y↑2

Elvis presley had a richer more complex tone.
And elvis's soul depth and diversity destroys frank.

@bradhuskers

3y↑2

@monica bella
Only in your low IQ reality.
Elvis's soul depth and diversity destroys frankie.
No contest.

@bradhuskers

3y↑2

Frank was great.
But elvis's soul depth and diversity destroys him.

@monicabella7894

3y↑1

@Brad rawsner Elvis ist great, no doubt! But here something to correct your HIGH IQ: You've listened to the man that's called "THE VOICE" !

3 More Replies...

@uncaringzebra7sevensquad46

2y↑7

This is hands down my favorite Sinatra song ever, and one of my favorite songs ever.

@nyterpfan

4y↑8

THIS is when Sinatra was truly "The Voice"---(pre 1950's Sinatra was his peak as a vocalist.)

@lrn_news9171

Yes, 1940-1946 was his peak

@billbrimmer1739

8y↑70

Sinatra loved Harry James. When he left to go with Tommy Dorsey, Harry wished him well. That is a leader.

@benjamindavid5681

8y↑1

+Bill Brimmer Billl were you associated with any of Sinatra's initial bands?

@WildwoodClaire1

8y↑2

Harry seems to have been a wonderful man. Frank...well, maybe not so much. But he was magical.

@WildwoodClaire1

6y↑2

Harry James was a wonderful man. Sinatra? The less said the better. Great singer though.

@robbybonfire9944

"Loved" Harry so much he left him for greener pastures. O.K.

@andrewnaftel5533

3y↑1

@Benjamin David contrast that with how Tommy Dorsey reacted to Sinatra's announcement that he was departing to launch a career as a soloist.

@LordFrancisco1000

5y↑12

@mjsmoonwalkerspage

8y↑17

You can bet he's young here, smooth silk voice, perfect audio!
If you listen to this and then to something like come fly with me, which is way more recent, you will realize how much his voice matured through the years. I still love both eras, the older voice is just more iconic because he was way more famous later.

The king of swing!

@lrn_news9171

3y↑2

It's difficult to argue that 1950s and 1960s Sinatra became more popular than early to mid 1940s Sinatra. You could argue that Sinatra's peak in popularity occurred between 1943-1947

1950s and 1960s Sinatra is simply more remembered

@t.s.t.4085

40w↑1

Mr. Sinatra was schooled in the 30's NOT to sound like Bing Crosby, so he changed.
He was told NOT to sound like Mr. Crosby.
His voice, as a young man, was so very sweet, inspiring so many fans to wait hours to hear him in NYC. He adapted (pivoted), and later, created his own style.
Still: I love I adore early Sinatra.

@usachristmas5433

10y↑36

Sinatra's first professional recording, wow what voice!

@weskitten

Yes, it's great, isn't it?

@KaBoomChannel

9y↑15

paul garzillo -He said in that HBO special back then he couldn't sing for his life ha ha. I think this was before he took lessons, you can tell too in this song he doesn't have the same control and power he had later on. He still sings his butt off, but that's just his raw talent, right off the street no training nothing.

@weskitten

8y↑4

Ka Boom Good comment.

@relievedbigfoot4640

paul garzillo massive hit back then as well. I believe it reached #2

@williamhenry9609

Beautiful, that it's so wonderful.

@MissDiDiMau

9y↑69

BEST AUDIO VERSION OF THIS I EVER HEARD!! As they were recording this, across the world, German troops were pouring into Poland to start - what would be - WWII. Truly the song for The End Of An Era

@Telcom100

7y↑32

Sinatra from any decade is great, but this is really, really special.

@sleazyslytherin6836

8y↑14

That last note though <3 such a great voice!

@kristinehatkinson7323

4y↑1

Will always have chills on that note!

@Mebbe308

2y↑2

Fabulous voice perfect phrasing and such emotion

@kurodan193

4y↑3

I have listened to both of these musicians for years and never new they recorded together. Made my week..

@williamhenry9609

4y↑3

Frank's early recordings were beautiful, smooth and silky. In his later years his became scratchy and hoarse. The sweetness of his voice were no longer there

@lrn_news9171

The silky smooth quality started vanishing around 1947

@chem100

5y↑19

This is as good as music gets. Period.

@anngarrison3677

2y↑1

When I first heard that recording, out of this world, no wonder he became a sensation, still live to listen to his beautiful sings.💕

@tonycevallos7513

7y↑75

Sad to think that when this was recorded the world was plunging into a World War

@robbybonfire9944

6y↑9

Yes, but because of this song, it was a happier war than it otherwise would have been.

@georgerodriguez2625

4y↑7

It's even crazier because it was recorded the day before the war started

@brentkildow7505

7y↑16

the scratchy sound (idk if that's the best word) of frank sinatra recordings adds something special to it imo

@magicemperor2420

4y↑67

A bunch of female rabbits lose their minds while listening to this.

@Johnlindsey289

4y↑4

OMG you remember Little Tinker?

@uberxchuck944

4y↑3

FRANKIE!!!!1!

@magicemperor2420

4y↑2

Johnlindsey289 Yep! I love Tex Avery!

@magicemperor2420

4y↑2

Aidan McNally hugs a dead tree so tightly, it squeezes flowers and greenery out of it

@f4c3b4ll

https://youtu.be/mLeXQtsohSI

@knockshinnoch1950

9y↑8

Sinatra, Nat Cole, Ella, Sassy they will never be surpassed. They LIVE the lyrics

@RaceIsOpen

2y↑1

oh...my...goodness!! I was only thinking he did this when he was getting up in age...never heard a younger Sinatra doing this in the 40's. Wow!!!!

@markherron1407

2y↑2

Happy Birthday to the Late Frank Sinatra his Birth Card is Six 🕕 of Clubs Rest in Peace ✌️🕊️ Merry Christmas ⛄🎄 Blessings and Hugs 💖💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕💕!

@nickvillalobos5641

2y↑2

Happy 106th Birthday to Frank Sinatra 😊🤗👍

@davestonehill6177

3y↑3

What a voice!

@harrisonphotos

5y↑4

Just when I thought I'd heard it all , he nails it , the best version of this song I love this arrangement

@darrylcohen8600

5y↑4

Never to be replaced

@williamj.sheehan2001

1y↑1

Good stuff!

@Johnlindsey289

6y↑1

That 1948 MGM cartoon with the skunk Little Tinker introduced me to this song when i saw it on TBS when i was 9 in 91!

@saintcruzin

11y↑13

His voice is sweet here but the 1961 version he sounds so broken hearted. Thank Ava who taught him, in real life, what these lyrics actually mean.

@khussein6409

3y↑2

Awesome!!

@dawneabdulal-bari9313

9y↑7

Love this voice...A True Americana Man ;->

@acmarston

3y↑2

This might be his best song.

@XX-gy7ue

4y↑1

WOW , DROP-DEAD OVER-THE-TOP GREAT !

@1mctous

11y↑7

The James and Costa versions are apples and oranges. They are both excellent and quite different. I prefer the directness of this version, not to mention the very secure young voice!

@MizzToxicNeedles

11y↑2

His voice is amazing

@kaitlynvanessa7888

8y↑5

So talented wow.

@lidiaperez9917

16w

Es un genio , lo estoy escuchando

@SubbyMk

6y↑2

This song made Frank Sinatra popular back in the day

@Johnlindsey289

6y↑1

Indeed and do you remember that cartoon from 1947 from MGM with the skunk in it?

@SubbyMk

Johnlindsey289 yes I remember the name of the cartoon is crooning rooster

@Johnlindsey289

6y↑1

Crooner Swooner was Porky Pig and had 4 different Frank songs plus Bing Crosby.

The Little Tinker was the skunk cartoon from 1948 by Tex Avery

@SubbyMk

Johnlindsey289 ohhhh ok yea ur right crooner swooner no I don’t remember the skunk one sorry

@benjamindavid5681

8y↑1

Thanks for posting this. This is where it started - as noted by catman 916 above. It was Frank Sinatra's first Hit. Really.

@monicabella7894

3y↑1

Nice clip 💐

@poetcomic1

6y↑3

Every bobby-socker knew exactly what THIS song was about - it was great when a song could communicate such a hot and heavy message without crossing the line. . Blue Eyes wants it ALL.

@Johnlindsey289

4y↑1

Same thing for Poodle Skirt wearers and Elvis in the 50's?

@user-py8xw5bk1s

3y↑2

I like how they used him in the bugs bunny cartoon 😂😂 “Frankie!”

@georgestrum3478

8y↑4

Now you and Jr. can hit the big time again up there.

@SpaceGhost67

So beautiful, this comment!

@Dantrellis

7y↑3

still a banger

@rolandangler

6y↑1

Mark Steyn has written about the song, Sinatra, Harry James and the composer Jack Lawrence, today 10 September 2018.

@neonvincent1

11y↑6

Easily the greatest recording act of all time.

@tuxguys

7y↑2

The tune that really put Francis Albert on the map, in its first incarnation.
Sinatra would make at least three more studio recordings of this harmonically-adventurous masterpiece, in three successive decades; his c. 1965 recording of Nelson Riddle's arrangement is my personal favorite, but this one is a stunner.
The lyricist, Jack Lawrence, is best remembered for this tune, and for his lyric to an entirely different kind of tune, "Linda."
(Guess who the "Linda" in "Linda" is.)

@kristinehatkinson7323

4y↑1

This is the version I love. When I first heard, years after his 50's-60's albums, I was gobsmacked. What a voice and delivery.

@GialloEurocrimeWorldChannel

6y↑3

Now this was a voice.

@HeadLeg

4y↑1

I have this on cassette! This is a little tuned down from the one I have though. Very good track!

@patrickreyna-tamez5612

8y↑2

so found this cassette in a junkyard it was damaged it was a Mixtape it had this song. I love the classics and tried to identify each track but couldn't find one until it tracked this song finally I can make a list of what I heard

@lidiaperez9917

16w

Que bueno , me encanta

@catman916

11y

Sinatra's maturity certainly shows in the later recording. Don Costa's wonderful arrangement and conducting also contribute to the quality.

@irakey

10y↑5

the best

@garyk.nedrow8302

Sinatra made this recording at age 24, and the timbre and phrasing for which he is famous were already there. His big band experience was simply invaluable. After the war, his voice gradually changed as age and cigarettes took their tool, but he disguised the decline with superb technique and showmanship. But between 1935 and 1950, his voice was golden. Only Dick Haymes could compare with him in his era.

@georgebreidenthal725

He sounded too much like Perry Como in those days. The Nelson Riddle recording in the 60s showed him at his best. But a decline became apparent in the 70s.

@moldyoldie7888

Cigarettes, possibly. Drinking, possibly. Another possibility suggested by a one-time almost-professional opera singer: Sierra-Tango-Delta. Whoops, sorry.

@helaina400

He was 23

@SteffiMod82

5y↑1

Oh Frankie <3

@esthermelchor9681

5y↑2

He had great hair when he was young!

@saintcruzin

11y

Great song and performance for young Frankie but his recording in 1961 "Sinatra and Strings" shows how much better he became!!

@quintell8208

4y↑2

Love that mug shot at 1:55

@ilpinza1989

3y↑1

Iconic

@jamesfisher9288

8y↑25

It was 1947 and while visiting New York, my parents & I took in the Rockettes at Radio City Music hall and Sinatra was the featured singer. Just his face was visible by way of a blue spotlight as he began singing, "All or Nothing at All". Only when the screaming 'Bobby Soxers' calmed down, could we hear him. And I'll tell you, Miss Tracy Winters, what attracts millions of us to Sinatra's voice is his natural, incredibly smooth style, perfect articulation, the ability to communicate the message and make the listener believe he was singing only to them. So, my less than poetic friend, WHO is the real "shithead" here? Perhaps, the girl in the mirror? Your foul mouth and your usage of the wore "WOP" negate any criticism you have of Mr. Frank Sinatra.

@supayogaflame5037

8y↑2

I'm suprised that a person of your age is on youtube! You are one lucky person; what I would do to see Sinatra in person!

@jamesfisher9288

8y↑5

Ha! I'm probably more surprised than YOU at 'life at 77'. I'm having the time of my life. Still travel world wide and drive a red Cadillac XLR-V. It's all in the spirit, my friend. And developing the lenses to see the magic all around you. Best to you. Now go celebrate something.

@supayogaflame5037

8y↑1

James Fisher It's great to hear that you're living the dream, man! I will take your words of wisdom into consideration the next time I wish I was born in another time period.

@jamesfisher9288

8y↑2

Yup, Sharksandwich, Keep on keepin' on. It just keeps getting better. (So far.) :-)

@jamesfisher9288

8y↑3

Yeah, 77 is just a number. I'm still having a helluva ride with incredible health and lovin' every minute if it. As Ole Blue Eyes said, "I Did it My Way". And my way is "All or Nothing at All". I'm a very, very lucky guy.

2 More Replies...

@helaina400

1y↑1

Recorded in 1939 - he was 23 years old.

@wmbrown6

10y

A little problem with the description: - Its first release was on Columbia, in August of 1940; otherwise, the 8,000 copies figure of that first release (of which I have a copy) holds.

@century123ful

9y↑1

Unfortunately,I missed the HBO tribute on the 100th Anniversary of the birth of Frank Sinatra.I wished that I would be able to get a video of it. Is there one available?

@MoviesExplainedFor

If you haven't found it yet, I wanted to tell you it's available now on DVD. Of course, it's named "All or Nothing At All" :)

@monicabella7894

3y↑2

FRANK ♥️

@ddkoda

10y↑4

It may be my imagination but this doesn't exactly sound like the commercial version released in 1940 and rereleased 1943. There seems to be an exagerated vowel in
"(If) it's love", a slight break in "(So) you see" and a word whisker in "I've got to say (noa), (noa)" Perhaps this is an alternate take fron the same 1939 session or maybe it's from a remote radio broadcast.
As I said maybe I'm just hearing things that aren't there but to me this recording although excellent sounds a little different from the version I'm familiar with.

@lawrencephelps3181

8y↑2

It does sound different. I used to play the 78 often and there is a definite difference

@rphillip1086

Definitely a different track because on "if your heart never could yield to me" the voice kind of cracks on the "yield" on the 78 version. Most likely the 78 was recorded first, and redone due to the imperfections. But the BIG question is how does such a sweet talented voice like this become dat old guy with 90% less tone? It's like a totally different vocal sound, vocal expression, and interpretation. What a great voice on this track.

@matheus5230

@rphillip 108 Heavy smoking

@quintell8208

5y↑1

I love the jail photo at 1:55
His look just says I don't give a fuck

@marksheffer873

This is good but his Capitol label years were the best!!

@Jamesmac30

This must be an alternate take - it's different from the released version

@moldyoldie7888

35w

I believe it's an aircheck from the NY World's Fair.

@fozzieatdetourbillnye5514

9y↑1

Love old blue eyes

@bivmvideo

9y↑5

Reading Jim Kaplan's "The Voice".

@catman916

9y↑5

bivmvideo It's one of the best Sinatra bios that I have read, but it only goes tthrough 1953. I am waiting for the follow-up book, The Chairman of the Board, which is supposed to became available this year.

@andrewaraujo2261

4y↑1

Oooooooooooh Frankie!!!!!

@Johnlindsey289

2y↑1

Let me guess! You saw that skunk cartoon

@andrewaraujo2261

@Johnlindsey289 lol yes i did it's a Tex Avery classic

@Johnlindsey289

46w↑1

Love that short for 32 years since 9

@pwareham61

The Voice

@taxidriver570

2y↑1

Histórico , por decir lo menos

@solaribass2491

7y↑25

It seems that 10 people got nothing at all

@MrGreencheetah

Too funny!!!

@johnjakle943

8y↑2

cool

@TheMercury150

Can't get this to play

@matthewbulger5876

3y↑1

Was This Recorded at the 1939 New York World's Fair on August 31st,1939?

@6p3nce14

5y↑2

Y e s

@kalilali2775

3y↑2

📁Music
└📁 Frank Sinatra
└📁 Bad Songs
└⚠ This folder is empty

@benlhyenethehyena9947

6y↑4

"FRANKIE!!!"

@Johnlindsey289

6y↑3

Let me guess, that Little Tinker 1948 MGM skunk cartoon brought you here?

@benlhyenethehyena9947

Johnlindsey289 hehe

@Johnlindsey289

6y↑1

You remember that short?

@benlhyenethehyena9947

Johnlindsey289 why sure why do you think I made a reference

@lina_animates3102

Johnlindsey289 OMG SAME XD

1 More Replies...

@bloodmaged

3y↑2

Murders by miracle musical?

@yyosh4762

Murders definitely referenced this.

@slownoman

11y

What a way with a lyric! The phrasing is, well, sexy. No wonder Frank was fairly successful with women (cue understatement emoticon).

@georgebreidenthal725

Successful? He should have stuck to his first wife, who lived to be 100 and gave him three children.

@musictranscription

10y↑1

I'm getting this sheet music

@kinkyfish6542

0:47
Just for me lol

@Jamesmac30

This is an alternate take to the released version.

@fsae0607

Rhapsody in Pew 😃

@eternal1blue

Lil tinker cartoon sent me here

@martysat2760

Is young Sinatra a tenor?

@otmq

3y↑1

Before age 35, Lyric Baritone
After 35, True Baritone

@smorfnimda

7y↑1

He sounded better when he was older. Or maybe it was the band and developing himself over time......anyways....

@georgiethumbs2438

7y↑1

He wasn' t that great a singer in terms of other people at the time, but what made him stand out is he refused to record shit while other singers would for a paycheck. He use to actively "harass" songwriters for songs until he found someone who had something. It's what made him great. Too bad they dont do that today