"What'll I Do" is a song written by

Irving Berlin Irving Berlin (born Israel Beilin; yi, ישראל ביילין; May 11, 1888 – September 22, 1989) was a Russian-American composer, songwriter and lyricist. His music forms a large part of the Great American Songbook. Born in Imperial Russ ...

in 1923. It was introduced by singers

Grace Moore Mary Willie Grace Moore (December 5, 1898January 26, 1947) was an American operatic soprano and actress in musical theatre and film.Obituary ''Variety'', January 29, 1947, page 48. She was nicknamed the "Tennessee Nightingale." Her films helped ...

and John Steel late in the run of Berlin's third '' Music Box Revue'' and was also included in the following year's edition."American Classics - Music Box Revues 1921-1924" (history), webpage
AmClass-IBerlin

Background

"What'll I Do" is one of the few songs by Berlin that is clearly autobiographical. His fiancée, a society beauty named

Ellin MacKay Ellin Berlin (née Mackay, 22 March 1903 – 29 July 1988) was an American author. She was the wife of Irving Berlin and the daughter of Clarence Mackay and Katherine Duer Mackay. She met Irving Berlin in 1924, and her father opposed marriage from ...

, had been sent to Europe by her disapproving father, a very wealthy Long Island magnate, in the hopes that MacKay would forget Berlin. (She did not and eventually they married.) The song was written during McKay's "tour" of Europe. In the lyrics, the singer longs disconsolately for his love, imagining how he can go on without her.

Recordings

Nat King Cole Nathaniel Adams Coles (March 17, 1919 – February 15, 1965), known professionally as Nat King Cole, was an American singer, jazz pianist, and actor. Cole's music career began after he dropped out of school at the age of 15, and continued f ...

recorded a cover for his album '' Unforgettable'' (1952). * Julie London recorded her version of this song in 1955, released in 1956 on her album ‘’Lonely Girl’’. * Johnny Mathis included on his '' Warm'' album (1957). * Frank Sinatra recorded a well-known cover for his album '' All Alone'' (1962). *

Johnny Tillotson Johnny Tillotson (born April 20, 1938) is an American singer-songwriter. He enjoyed his greatest success in the early 1960s, when he scored nine top-ten hits on the pop, country, and adult contemporary ''Billboard'' charts, including " Poetry ...

released his version on an LP, EP and B-side in 1962. *

The Fleetwoods The Fleetwoods were an American vocal group from Olympia, Washington whose members were Gary Troxel (born November 28, 1939), Gretchen Christopher (born February 29, 1940), and Barbara Ellis (born February 20, 1940). Early history The band mem ...

released a cover as a single in 1963. * Cher released a cover as a part of her 1974 album Dark Lady. *

Nancy Sinatra Nancy Sandra Sinatra (born June 8, 1940) is an American singer and actress. She is the elder daughter of Frank Sinatra and Nancy Sinatra ( Barbato), and is best known for her 1966 signature hit " These Boots Are Made for Walkin'. Nancy Sinatr ...

released it on the album ‘’Sugar’’ in 1967. *

Harry Nilsson Harry Edward Nilsson III (June 15, 1941 – January 15, 1994), sometimes credited as Nilsson, was an American singer-songwriter who reached the peak of his commercial success in the early 1970s. His work is characterized by pioneering vocal ov ...

included this song on his 1973 album of American standards, '' A Little Touch of Schmilsson in the Night'', arranged by

Gordon Jenkins Gordon Hill Jenkins (May 12, 1910 – May 1, 1984) was an American arranger, composer, and pianist who was influential in popular music in the 1940s and 1950s. Jenkins worked with The Andrews Sisters, Johnny Cash, The Weavers, Frank Sinatra, Lo ...

. *

Linda Ronstadt Linda Maria Ronstadt (born July 15, 1946) is a retired American singer who performed and recorded in diverse genres including rock, country, light opera, the Great American Songbook, and Latin. She has earned 11 Grammy Awards, three American ...

and the

Nelson Riddle Orchestra Nelson Smock Riddle Jr. (June 1, 1921 – October 6, 1985) was an American arranger, composer, bandleader and orchestrator whose career stretched from the late 1940s to the mid-1980s. He worked with many world-famous vocalists at Capitol Reco ...

covered the song on her album '' What's New'', produced by Peter Asher in 1983, with tenor sax solo by Bob Cooper. * Rosemary Clooney released a cover in 1984 on her album ‘’Rosemary Clooney Sings the Music of Irving Berlin’’. *

Pink Martini Pink Martini is an American band that was founded in 1994 by pianist Thomas Lauderdale in Portland, Oregon. Group members call it a little orchestra that crosses several styles, such as classical, latin, traditional pop, and jazz. The co-lead vo ...

included it in their album Get Happy (2013). *

Bob Dylan Bob Dylan (legally Robert Dylan, born Robert Allen Zimmerman, May 24, 1941) is an American singer-songwriter. Often regarded as one of the greatest songwriters of all time, Dylan has been a major figure in popular culture during a career sp ...

covered it in his album '' Shadows in the Night'' (2015). *The song was included on Seth MacFarlane’s fifth album, ''Once in a While''.

In popular culture

*The song was used as a generalized theme in Nelson Riddle's

Academy Award The Academy Awards, better known as the Oscars, are awards for artistic and technical merit for the American and international film industry. The awards are regarded by many as the most prestigious, significant awards in the entertainment ind ...

-winning period score for the film ''

The Great Gatsby ''The Great Gatsby'' is a 1925 novel by American writer F. Scott Fitzgerald. Set in the Jazz Age on Long Island, near New York City, the novel depicts first-person narrator Nick Carraway's interactions with mysterious millionaire Jay Gatsby ...

'' (1974) starring Robert Redford and

Mia Farrow Maria de Lourdes Villiers "Mia" Farrow ( ; born February 9, 1945) is an American actress. She first gained notice for her role as Allison MacKenzie in the television soap opera '' Peyton Place'' and gained further recognition for her subsequent ...

, sung by character actor

William Atherton William Atherton Knight (born July 30, 1947) is an American actor, best known for portraying Richard Thornburg in '' Die Hard'' and its sequel and Walter Peck in ''Ghostbusters''. Early life Atherton was born in Orange, Connecticut, the son ...

. *It was sung by Mary Steenburgen in the movie ''

The Butcher's Wife ''The Butcher's Wife'' is a 1991 American romantic comedy film, directed by Terry Hughes and starring Demi Moore and Jeff Daniels. The film concerns a clairvoyant woman (Moore) thinks that she's met her future husband, whom she has seen in her ...

'' (1991) *

Bea Arthur Beatrice Arthur (born Bernice Frankel; May 13, 1922 – April 25, 2009) was an American actress and comedian. Born and raised in Brooklyn, New York City, Arthur began her career on stage in 1947, attracting critical acclaim before achieving ...

sang it in The Golden Girls episode, "Journey to the Center of Attention". *The song was used as the theme tune to the

British sitcom A British sitcom or a Britcom is a situational comedy programme produced for British television. Most British sitcoms are recorded on studio sets, while some have an element of location filming. A handful are made almost exclusively on location ...

'' Birds of a Feather'', performed by

and later its lead stars

Pauline Quirke Pauline Perpetua Sheen ( Quirke; born 8 July 1959) is an English actress who has played Sharon Theodopolopodous in the long-running comedy series '' Birds of a Feather'' (1988–1999, 2014–2017). For this role, she won the 1990 British Comed ...

and

Linda Robson Linda Patricia Mary Dunford ( Robson; born 13 March 1958) is an English actress and television presenter. She is best known for playing Tracey Stubbs in the sitcom '' Birds of a Feather'' (1989–1998, 2014–2020) and her appearances as a weekl ...

. *An instrumental version of the song was used under the closing scene of " I Do, Adieu" (1987), the fifth-season finale of the sitcom '' Cheers''. *The Johnny Mathis version of the song was also used in the closing scene of "The Jet Set," the eleventh episode in the second season of ''

Mad Men ''Mad Men'' is an American period drama television series created by Matthew Weiner and produced by Lionsgate Television. It ran on the cable network AMC from July 19, 2007, to May 17, 2015, lasting for seven seasons and 92 episodes. Its f ...

''. *

Adam Hurrey Adam Hurrey (born 1983) is a London-based British journalist, author, and podcaster. Biography Hurrey is the author of the book ''Football Clichés'' released in 2014. It was named book of the week in ''The Independent'', and in ''The Daily ...

performed a version of the song in the style of football supporters as part of the "Football Cliches" podcast in May 2022.

Notes

External links

* {{Authority control Songs written by Irving Berlin 1923 songs Pat Boone songs Cher songs Rosemary Clooney songs Nat King Cole songs Perry Como songs The Fleetwoods songs Judy Garland songs Johnny Mathis songs Rufus Wainwright songs Anne Murray songs Harry Nilsson songs Linda Ronstadt songs Frank Sinatra songs Liza Minnelli songs Songs about heartache Songs about loneliness