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Dionne Warwick - Don't Make Me Over (Scepter Records 1963)

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Uploaded on Feb 13, 2012

"Don't Make Me Over" is a song written by Burt Bacharach and Hal David which marked the recording debut of Dionne Warwick in 1962.

The songwriting/production team of Burt Bacharach and Hal David had been struck by Dionne Warwick's work as a session singer on The Drifters' "Mexican Divorce" in February 1962 and subsequently Warwick had regularly vocalized on demos of compositions by that Bacharach/David team, beginning with the song "Make It Easy on Yourself". Florence Greenberg, owner of the Scepter Records label, had signed Warwick after hearing her voice on the demo for "It's Love that Really Counts" although Greenberg did not wish to release that song as a single by Warwick ("It's Love That Really Counts" was given to the Shirelles to serve as a B-side); Greenberg also rejected "Make It Easy on Yourself" which was subsequently placed with Jerry Butler, which would become a charted hit recording. Warwick had hoped "Make It Easy on Yourself" would serve as her recording debut.

Upon learning from Bacharach and David the label didn't think her style was correct for their new song, and that Jerry Butler was selected for recording it, a keenly disappointed Warwick felt used, manipulated and exploited, and dismissed the team's assurance of writing her an equally viable song in her own style. According to a Biography cable television episode on Burt Bacharach, Warwick responded by shouting, in nearly in crying rant, at the songwriters as she left the recording studio: "Don't make me over, man . . . (you have to) accept me for what I am". Bacharach and David looked at each other in the moment, in stunned disbelief, at her youthful outburst at them. David said to Bacharach: "Burt, I think we just heard the title of a new song". David, never to waste life's circumstances and moments as inspiration for a song, in fact went to work on lyrics and utilized Warwick's authentic energetic outburst as the title and sentiment for "Don't Make Me Over", shifting the meaning of the phrase to "Accept me as I am".

With the song composition completed, "Don't Make Me Over" was recorded under Bacharach and David's guidance by Warwick at Bell Studios in August 1962. The recording, at the time, was a recording industry departure and represented a new, powerful, often-soaring orchestral-choir framing of Bacharach's melodies with David's either forceful or tender lyrics around the bold, fresh soulful female voice of the young Dionne Warwick -- an original sound -- the new Bacharach-David style of recording had been coined for the listening public. Florence Greenberg initially disliked the unconventional new sound - The witty Bacharach recalls Greenberg "cried upon hearing it, and not because she loved the recording" - and another track from the same recording session: "I Smiled Yesterday", was the official A-side of Warwick's debut single with "Don't Make Me Over" relegated to the B-side. However, it was "Don't Make Me Over" that would be the hit single that broke initially in heavy rotation on San Francisco radio upon record's October 1962 release, and under this title Warwick's single debuted on the Billboard Hot 100 dated 8 December 1962 to rise as high as #21 - #5 R&B - in January 1962. (The single misspelled Dionne Warwick's true surname, Warrick, as Warwick; from this point the singer, previously known personally and professionally as "Dionne Warrick", went by the name "Dionne Warwick".

Recorded in Bell Sound Studios, New York City, 1963. (Scepter Records)

Don't make me over
Now that I'd do anything for you
Don't make me over
Now that you know how I adore you

Don't pick on the things I say, the things I do
Just love me with all my faults, that way that I love you
I'm begging you

Don't make me over
Now that I can't make it without you
Don't make me over
I wouldn't change one thing about you

Just take me inside your arms and hold me tight
And always be by my side, if I am wrong or right
I'm begging you

Don't make me over
Don't make me over
Now that you've got me at your command

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

Now that I'd do anything for you
Now that you know how I adore you

Just take me inside your arms and hold me tight
And always be by my side, if I am wrong or right
I'm begging you

Don't make me over
Don't make me over
Now that you've got me at your command

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

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