# Don't Make Me Over (song)

"Don't Make Me Over" is a song written by Burt Bacharach and Hal David, originally recorded by American singer Dionne Warwick in August 1962 and released in October 1962 as her lead solo single from her debut album, Presenting Dionne Warwick (1963), issued under Sceptor Records. The song reached number 21 on the US Billboard Hot 100 and number five on the Billboard Hot R&B Singles chart.

## Dionne Warwick original

Warwick recorded "Don't Make Me Over" in August 1962, a song that was later chosen as the lead single for her debut album Presenting Dionne Warwick. In October 1962, Scepter Records released the track as her first solo single. Initially, Warwick had found out that "Make It Easy on Yourself"—a song on which she had recorded the original demo and had wanted to be her first single release—had been given to another artist, Jerry Butler.
From the catchy contemporary phrase, "Don't make me over", Burt Bacharach and Hal David wrote and produced their first US top 40 pop hit (No. 21) and US R&B hit (No. 5). It was also a top-forty hit in Canada, at number 38. The background vocals in the song were from the Gospelaires, which featured sister Dee Dee, Sylvia Shemwell and aunt Cissy Houston.
In 2000, Dionne Warwick's 1962 version of "Don't Make Me Over" on Scepter Records was inducted into the Grammy Hall of Fame.

### Track listing

* US, 7-inch vinyl single
    A1: "Don't Make Me Over" – 2:51
    B1: "I Smiled Yesterday" – 2:43
* UK, 7-inch vinyl single
    A1: "Don't Make Me Over" – 2:46
    A2: "Shall I Tell Her" – 2:33
    B1: "Make The Music Play" – 2:25
    B2: "Any Old Time Of Day" – 2:25
* France, 7-inch vinyl single
    A1: "Don't Make Me Over" – 2:46
    A2: "Shall I Tell Her" – 3:20
    B1: "I Smiled Yesterday" – 2:44
    B2: "Wishin' And Hopin'" – 2:25

### Charts

| Chart (1962–1963) | Peak position |
| Belgium (Ultratip Bubbling Under Wallonia) | N/A |
| Canada (CHUM) | 38 |
| France (IFOP) | 69 |
| US Billboard Hot 100 | 21 |
| US Hot R&B/Hip-Hop Songs (Billboard) | 5 |

## Jennifer Warnes version

| Chart (1979) | Peak position |
| US Billboard Hot 100 | 67 |
| US Adult Contemporary (Billboard) | 36 |
| US Hot Country Songs (Billboard) | 84 |

## Sybil version

In 1987, up-and-coming American singer Sybil featured a dance cover of the song on her 1987 debut album, Let Yourself Go. At the time, the song was overshadowed by the album's minor R&B hits and was not released as a single in its own right.
However, in July 1989, Sybil released a remixed version of her 1987 recording as the second single from her second album, Sybil (1989). This version, released by Next Plateau Records Inc., became a number-one hit in New Zealand for four weeks, reached number 20 on the US Billboard Hot 100, and peaked at number two on the Billboard Hot Black Singles chart, eventually receiving a gold certification from the Recording Industry Association of America (RIAA). This version also became a UK hit, peaking at number 19 on the UK Singles Chart.

### Critical reception

Bill Coleman from Billboard described Sybil's cover as a "spirited Soul II Soul-ish rendition of the Dionne Warwick classic [that] has smash written all over it". In a retrospective review, Pop Rescue stated that it has a beat that musically reminds of "a hybrid" of Soul II Soul's "Keep On Movin'" and Take That's "Pray", calling it "mellow and soulful". Miranda Sawyer from Smash Hits noted "the swoony dance wisples" of the song. David Keeps from Spin felt Sybil "seems to be emerging as the Dionne Warwick of the Soul II Soul generation", remarking her "achingly sexy conga-strings-and-coos" version of "Don't Make Me Over".

### Certifications

| Region | Certification | Certified units/sales |
| United States (RIAA) | Gold | 500,000$^^$ |
| $^^$ Shipments figures based on certification alone. |||

### Release history

| Region | Date | Format(s) | Label(s) |
| United Kingdom | July 10, 1989 | 7-inch vinyl12-inch vinyl | Champion |
| United Kingdom | October 2, 1989 | 12-inch vinylCD (remix) | Champion |
| Japan | January 1, 1990 | CD | Next Plateau Inc. |

## Other versions

Various other versions of the song have been recorded:
* In 1964 the English singer Louise Cordet recorded the song which was released on Decca F11875 coupled with "Two Lovers".
* In January 1966, Liverpudlian band the Swinging Blue Jeans released a version which peaked at No. 31 in the United Kingdom and No. 83 in Canada
* Brenda & the Tabulations hit number 15 on the US R&B chart with their version in 1970.
* The Dowlands, 1965