Gerald Marks told Canadian author Mark Steyn that the song was a result of two happy-ish accidents - one involving a spontaneous meeting, the other involving a grieving singer (that's where the "ish" comes in). Marks was playing with a band at a summer resort in Lake Michigan when he first met Seymour Simons, who was impressed by a new tune Marks was playing on the piano in between sets. It was the first full song Marks had ever composed and he was happy to let Simons, who wrote the hit "Breezin' Along With The Breeze" a few years earlier, come up with some lyrics. They both agreed the phrase "all of me" was catchy and the lovelorn lyrics quickly fell into place. But no one wanted the song. With all the pleading over lonely lips and arms, the publishers thought the follow-up "why not take all of me?" was downright filthy. "I peddled my song," Marks told Steyn, "up and down the street, and every single publisher turned it down."
Undeterred, the songwriters tracked down Belle Baker at a show in Detroit. Baker was known for breaking big numbers (she introduced "Blue Skies
" in 1926), and the duo was hoping she would do the same for "All Of Me." By the time they got halfway through the song, Baker broke down in tears. To their surprise, it was exactly the six-month anniversary of her husband's death, and the lyrics "Your goodbye left me with eyes that cry, How can I go on, dear, without you?" immediately resonated as an anthem for her grief. She incorporated the song into her act in Detroit, where it received seven encores. A few days later, she introduced it on the radio in New York.