Don’t Make Me Over / T’en vas pas comme ça — selected recordings, 1962-1990


Don’t Make Me Over (m. Burt Bacharach, w. Hal David)

From the Wikipedia song profile:

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, nearly in a crying rant, at the songwriters as she left the recording studio: “Don’t make me over, man” Bacharach and David looked at each other in the moment, in stunned disbelief, at her youthful outburst at them. warwick-bacharach-getty-1David 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”.[1]

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 production, 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 the 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 1963.

Dionne Warwick — recorded in August 1962, and issued in October 1962 on Scepter 1239 as the B-side of “I Smiled Yesterday” (Bacharach & David); chart success: #21, Hot 100


(below) 1963 lip-sync performance for unknown television show


song history:



The Swinging Blue Jeans — 1966, #31 UK

weird German stereo version


Brenda & the Tabulations — issued in 1970 on the single Top and Bottom Records 404, b/w “You’ve Changed” — Chart success: #15 on Billboard’s R&B chart, and #77 on the Hot 100


Petula Clark – from her 1976 LP Blue Lady: The Nashville Sessions


Sybil had a #20 hit in 1989 with her cover in new jack swing style. The single entered the Hot 100 on 23 September 1989.

There were at least four studio cuts of the song released by Sybil: two on her 1987 debut album, Let Yourself Go (labeled “Nitetime” and “Daytime” mixes) ; a “Remix” on her 1989 self-titled album; and a 12″ single. It’s not clear to me whether the hit single was one of these, or a fifth issue.

Sybil’s 1990 cover of “Walk On By” peaked at #6, the highest chart position by any artist for that song. According to, it was also the most recent recording of a Burt Bacharach composition to chart.


Showtime at the Apollo, 1989


Ilana Miller, Mylin Brooks, and Brandy BrownMMC3 (The All-New Mickey Mouse Club, Season 3) c. 1990 — arrangement obviously based on that of the very popular 1989 interpretation by Sybil


French lyric version “T’en vas pas comme ça,” with words by Pierre Delanoë — selected recordings

1963-T'en Vas Pas Comme Ca (EP) Nancy Holloway-Decca (FR) 460.787 (d15)

Nancy Holloway — from the EP T’en vas pas comme ça, (France) Decca 460.787, released, according to SecondHandSongs, in October 1963




Nana Mouskouri — from the EP Seule au monde, Fontana (France) 460.879, released (according to SecondHandSongs) in November 1963


1963 T'en Vas Pas Comme Ça (EP)-Franca di Rienzo-Columbia (France) ESRF 1399 (1)

Franca di Rienzo — issued in 1963 on the EP “T’en vas pas comme ça,” (France) Columbia ESRF 1399


(below) undated lip-sync performance, presumably for a television show


Les Surfs — A recording of the song by Les Surfs was issued in 1963 on Disques Festival ‎DN 534, as the B-side of “Si j’avais un marteau” (If I Had A Hammer). The following is a live 1966 performance.


1963-T’en vas pas comme ça-Samy Troy-Sep Variétés (France) Sep 2114

Samy Troy accompanied by Dany Maurice et son Orchestre — issued in 1963 on the single (France) Sep Variétés Sep 2114, b/w “The Drunken Sailor’s” — also issued on the Sep Variétés EP Super Sep 4107


Jack Mels accompagné par l’orchestre de Raymond Levre — live performance for French television, dated 18 November 1965


Ginette Reno — issued in March 1968 on the single (France) Grand Prix GP-5305, b/w “La leçon d’amour”

Ginette Reno links:


Gilbert Montagné — date unknown, perhaps early to mid-1970s


Other lyric versions

1964 Non Dirmi Niente-Ornella Vanoni-Ricordi (Italy) SRL 10-361

Ornella Vanoni — Italian lyric version “Non dirmi niente” (Mogol*) — issued in November 1964 on (Italy) Ricordi SRL 10-361, b/w “Se non avessi incontrato te”


Judita Čeřovská — Czech lyric version “To se mi nezdá” (Jiřina Fikejzová), issued in 1966


André Hazes — Dutch lyric version “Moet ik geloven” (André Hazes) — from the 1984 album Jij en ik, (Netherlands) EMI 1A 068-12 7168 1


* Mogol is the adopted pseudonym of Giulio Rapetti.


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