Songfacts®:

• After being dropped by Columbia when three of his albums failed to chart, Sinatra pulled himself out of a career slump with a new deal at Capitol. His first album with the label, Songs For Young Lovers, paired him with Nat King Cole's musical director, Nelson Riddle, who took on conducting duties for the jazzy concept album. Riddle returned for Swing Easy! as an arranger, working closely with Sinatra on uptempo swing arrangements of jazz standards like "All of Me." The song finds the narrator in pain over a breakup, and he can't imagine moving on from the ex who broke his heart. He sings, "You took the part that once was my heart, so why not take all of me?" Sinatra could certainly relate - his wife Ava Gardner had just filed for divorce two months earlier and was dating another man.
  
  Written by Gerald Marks and Seymour Simons, the song was introduced by popular performer Belle Baker in 1931 and was first recorded by Ruth Etting that December. It became the biggest hit of the songwriters' careers as nearly every major performer of the era took a crack at the song, including Billie Holiday, Bing Crosby, Louis Armstrong, Benny Goodman, Harry James, Ella Fitzgerald, Sarah Vaughan, Frankie Laine, and Dean Martin, among others.
• 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 six months after 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.
• John Hammond, the legendary Columbia producer who discovered Billie Holiday and signed the likes of Bob Dylan and Bruce Springsteen, was listening to Holiday's 1941 rendition when he died in 1987.
• A rotund soul singer named Elsie Mae, who went by T.V. Mama, released a version of this song produced by James Brown in 1964. She was part of Brown's revue, performing the song as one of his warm-up acts.
• Sinatra recorded this a couple times with different arrangements in the '40s and sang a portion of it in the 1952 film Meet Danny Wilson, but had the most success when he upped the swagger with his 1954 version. He also included it on two of his live albums: 1964's Sinatra at the Sands (an instrumental version arranged and performed by Count Basie) and Live In Australia (1997).
  
  In the earlier versions, Ol' Blue Eyes adds a spoken outro to prove he ain't no pushover: "You better get it while you can, baby. I'm leavin' town pretty soon now. Yeah, I'm gettin' outta here..."
• Other artists to cover this include Ani DiFranco (for the 2012 Marilyn Monroe documentary, Love, Marilyn), Willie Nelson, Michael Buble, and Eric Clapton with Paul McCartney (for Clapton's 2013 album, Old Sock). NOFX also recorded a punk rock rendition in 1996.
• The 1984 fantasy comedy All of Me, starring Steve Martin and Lily Tomlin, is named after this song. A version by jazz singer Joe Williams plays over the end credits.
• Several TV stars sang this on their shows. Danny Thomas sang it on Make Room For Daddy in the 1960 episode "The Singing Delinquent," Rose Marie sang it on The Dick Van Dyke Show in the 1962 episode "The Two Faces of Rob," and Redd Foxx and Scatman Crothers sang it on Sanford & Son in the 1975 episode "The Stand-In."
• Willie Nelson's version, arranged and produced by Booker T. Jones, was included on his 1978 standards album, Stardust. His rendition reached #3 on the Country chart.
• One of the more unusual performances of this song came on a first-season episode of The Muppet Show in a bit where a random Muppet takes off the appropriate body parts as he sings lines like, "Take my lips, take my arms."