Don't Make Me Over by Dionne Warwick

Album: Presenting Dionne Warwick (1962)

Charted: 21

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Songfacts®:

"Don't make me over" is an expression Dionne Warwick used, which inspired this song.

In the early '60s, she was breaking into the industry by singing demo records for the songwriting/production team of Burt Bacharach and Hal David so they could pitch their songs to established artists. They knew she was a unique talent and had her record their song "Make It Easy on Yourself," which they told her would be her first single. But the song went to a singer named Jerry Butler, and Warwick was not happy.

"One day I was driving and had my radio on and heard the voice of Jerry Butler singing the song," she told People. "Needless to say, I was not a happy camper. I let them know that one thing they cannot do is change me: 'Don't make me over.'"

Bacharach and David quickly composed a song inspired by her outburst and offered it to Dionne. It was released as her first single and became the first hit in her illustrious career.
The song presents a scenario many couples deal with once the honeymoon phase is over. Those little quirks that were easy to overlook while falling in love become annoyances, and the barbs come out. Warwick presents the solution here:

Accept me for what I am
Accept me for the things that I do

"Don't Make Me Over" is really a plea for acceptance. To remember why you're with that person and love them despite their faults.
"Don't Make Me Over" has been covered by many artists, most successfully by the soul singer Sybil, whose version went to #20 in the US in 1989, one spot higher than Warwick's original reached in 1963. Other charting versions of the song are by:

116/66 The Swinging Blue Jeans (#116 in 1966)
Brenda & The Tabulations (#77 in 1970)
67/80 Jennifer Warnes (#67 in 1980)
Dionne Warwick was born Marie Dionne Warrick, but her last name was misspelled "Warwick" when the "Don't Make Me Over" single was released, so she started using that as her stage name.
According to Warwick, Burt Bacharach made her sing an exhausting 32 takes of this song, then ended up using take 2.
"Don't Make Me Over" was initially issued as the B-side of a song called "I Smiled Yesterday," but disc jockeys flipped the single and played "Don't Make Me Over" instead, so it was issued as an A-side.

The decision to relegate the song to a B-side was made by Florence Greenberg, owner of Warwick's label, Scepter Records.

Comments: 12

Barry from Sauquoit, NyOn this day in 1989 {November 18th} Sybil performed her covered version of "Don't Make Me Over"* on the nationally syndicated television program, 'Soul Train'...
At the time "Don't Make Me Over" was at position #34 on Billboard's Hot Black Singles chart, six weeks earlier it had peaked at #2 {for 1 week}, the week it was at #2, the #1 record for that week was "Back To Life" by Soul II Soul...
It reached #20 on Billboard's Top 100 chart...
And on the same 'ST' episode she also performed "Love's Calling", it was track two of side one from her second studio album, 'Sybil', the album peaked at #12 on Billboard's Top Black Albums chart...
Between 1986 and 1993 the Paterson, New Jersey native had twelve records on the Hot Black Singles chart, two made the Top 10, the above "Don't Make It Over" and a covered version of "Walk On By" {#3 in 1990}...
One of her twelve charted records was a duet, "Crazy 4 U" with Salt-N-Pepa, it reached #19 in 1990 on the Hot Black Singles chart...
Sybil, born Sybil Ilona Lynch, will celebrate her 53rd birthday next month on December 9th, 2019...
R.I.P. Don Cornelius {1936 - 2012}...
* And from the 'For What It's Worth' department, besides Sybil's version, four other versions of 'Don't Make Me Over" have charted, Dionne Warwick's original {#21 in 1963}, Brenda and the Tabulations {#77 in 1970}, Jennifer Warnes {#67 in 1980}, and Swinging Blue Jeans {#31 in 1966 on the United Kingdom's Singles chart}...
Bob from Brisbane, Queensland, AustraliaI loved the version by The Swinging Blue Jeans from 1966! It was an up-tempo cover of Dionne Warwick's single and it had that great "English" sound. It reached No.38 in Brisbane in March 1966 and No.31 in the UK.
Jennifur Sun from RamonaA lot of us have felt this way. You say you love me for who I am, but then you want to make me into someone else.
Barry from Sauquoit, NyOn January 2nd 1963, Dionne Warwick performed "Don't Make Me Over" on the ABC-TV program 'American Bandstand'...
At the time the song was at #32 on Billboard's Hot Top 100 chart; and eighteen days later on January 20th, 1963 it peaked at #21 {for 2 weeks} and spent 12 weeks on the Top 100...
It reached #5 on Billboard's R&B Singles chart...
As stated in the next post below she had two records reach #1; but she just missed having a third #1 record when "(Theme from) Valley of the Dolls" peaked at #2 {for 4 weeks} on February 18th, 1968...
Ms. Warwick, born Marie Dionne Warrick, celebrated her 74th birthday three weeks ago on December 12th {2014}.
Barry from Sauquoit, NyOn December 8th, 1962, "Don't Make Me Over" by Dionne Warwick entered Billboard's Hot Top 100; eventually it peaked at #21 and spent 12 weeks on the Top 100...
It was her debut record on the Top 100 chart; between 1962 and 1998 she had fifty-five Top 100 hits, eleven make the Top 10 with two reaching #1 ("Then Came You" with the Spinners in 1974 and "That's What Friends Are For" with Elton John, Gladys Knight & Stevie Wonder in 1986).
Barry from Sauquoit, NyLet's add one more cover version; Jennifer Warnes released it in 1980 and it peaked at No. 67...
Aileen from Ny, NyDon't Make Me Over debut date on the pop charts was December 8, 1962, where it rose to #12; on the R&B chart, the debut date was January 12, 1963; there it peaked at #5.
Nancy from City Of God, AlbaniaWhat about Nancy Holloway's version of "Don't Make Me Over"? And I'm not talking about "t'en vas pas comme ça"! Check this rare performace I've found on youtube: http://www.youtube.com/watch?v=q08EFiDwg80
Kristin from Bessemer, AlBrenda and the Tabulations, a Philly soul group, had a hit with this song - it peaked at #77 in late 1970.
Asef from Silkeborg, DenmarkIt´s a really sweet song but my favorite version is by "The Swinging Blue Jeans".
Rolito from Manila, OtherWay back in late 60's, I was agog at hearing Beatles music. When I heard for the first time Dionne's voice as she was singing Don't Make Me Over over a Manila radio station, which played her music for an hour everyday, her unique style fascinated me. I was suddenly hooked to her kind of music. In fact I placed about 30 45-rpm records of Dionne in a jukebox, which we own. They weren?t a hit but certainly I felt my taste was uplifted and became classy.
Steve from Salt Lake City, Ut"Dont Make Me Over" is in my DW top 5. I cant believe it did not chart a lot higher!
ITS SO MUCH BETTER THAN, "SAN JOSE!"

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