Don't Make Me Over

"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 Davis 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)