What'll I Do?

Written: 1923

Words and Music by: Irving Berlin

Written for: Independent Publication
(not for a show, movie, revue, etc.)

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"What'll I Do?"

Critics Corner || Lyrics Lounge

Berlin wrote "What'll I Do?" in 1923, perhaps with independent publication in mind, during the period of his Music Box Revues (1921-1924); however, he did not publish and copyright it until March 10, 1924, just before he added it to the score of The Third Annual Music Box Revue late in its run in March, 1924, where it was sung by Grace Moore and John Steel.

(Adding a song to a revue was much simpler than introducing a new piece into a bookmusical. given the fact that there was no unifying story to begin with, merely a series of sketches.)

(For more about the origins of the song, visit the Critic's Corner, below).

Alexander's Ragtime Band

The Great Gatsby

Use of "What'll I Do?" in Selected Productions
Other Than the Third Music Box Revue

Movies and Television:

Alexander's Ragtime Band, 1938 (movie) performed by off-screen chorus.

Big City, 1948 (movie) performed by Danny Thomas.

The Butcher's Wife, 1991 (movie) performed by Mary Steenburgen

The Great Gatsby, 1974 (movie) (performed by William Atherton over opening credits).

Golden Girls, (TV series, 7th and final season) performed by Bea Arthur.

Early Recordings that made the charts
(year and chart #

Paul Whiteman, 1924 (1); Henry Burr and Marcia Freer, 1924 (4); Lewis James, 1924 (6); Vincent Lopez, 1924 (8); Carl Fenton, 1924 (10); Irving Kaufman, 1924 (11).

Source: Joel Whitburn, Pop Memories, 1890-1954, Menomonee Falls, WI: Record Research Inc., 1986.
For later recordings, go to Selected Recordings

One account of where "What'll I Do?" was composed comes from Robert Kimball and Linda Emmet who say it was "written in Palm Beach, Florida, where Berlin was vacationing with E. Ray Goetz [Broadway producer and brother of his first wife, who had died in 1912]," though they don't say exactly when. They do quote Berlin saying he wrote the music first: "Sometimes music comes first like 'What'll I Do?' That began as a musical phrase and I had to work hard to find the words to fit the melody." (Robert Kimball and Linda Emmet. 225).

Ed.'s note: Perhaps it was the lyrics that were written in Palm Beach, because Donald Ogden Stewart tells a story about how the music was finished at a birthday party given for him in New York. (See below.)

In the early Twenties, during the period of the composition of "What'll I Do?", Berlin was frequently part of the Algonquin Round Table crowd, who, when they were not at the Algonquin itself often partied at the Long Island Gold Coast estate of Herbert Bayard Swope (a figure whom many believed to be the model for Fitzgerald's Gatsby) or at the 57th street studio of the bohemian artist, Neysa McMein. (Ed.'s note: for the 1974 movie The Great Gatsby with Robert Redford and Mia Farrow, "What'll I Do?" was sung over the opening credits.)

Laurence Bergreen quotes Alexander Woolcott's contemporary account of a typical soirée at McMein's:

Over at the piano Jascha Heifetz and Arthur Samuels may be trying to find what four hands can do in the syncopation of a composition never thus desecrated before. Irving Berlin is encouraging them. Squatted uncomfortably around an ottoman, Franklin P. Adams, Marc Connelly, and Dorothy Parker will be playing cold hand to see who will buy dinner that evening.
(Alexander Woollcott, The Story of Irving Berlin, New York: G. B. Putnam's Sons, 1925, p. 160, as quoted in Bergreen, p. 195).

An account of where and when Berlin finished composing "What'll I Do?"—at least the music—goes that in November, 1923, on just such an evening as Woollcott describes above, Dorothy Parker and Neysa McMein gave a birthday party at McMein's studio in New York for Donald Ogden Stewart, another Algonquin Round Table habitué. Stewart recalled his party in a conversation with Max Wilk:

Irving brought a bottle or two of champagne along under his coat to celebrate. (This was during Prohibition, remember).

While we all sat around celebrating and drinking the champagne, Irving went to the piano and kept on playing the first part of a song he had written. It was called, "What'll I Do?" But he hadn't been able to finish it. He played the part he had over and over, and we all liked it—but the best part of the evening was that after Irving had had enough of his champagne, he was finally able to finish the song that night. (p. 279, original edition)

from Max Wilk, They're Playing Our Song: Conversations with America's Classic Songwriters (originally published 1973 as They're Playing Our Song: From Jerome Kern to Stephen Sondheim—The Stories behind the Words and Music of Two Generations), New York and Stratford, CT: Easton Studio Press, 2008.

Many have speculated, despite his emphatic denials, that Berlin's motivation for writing several of the melancholy songs of the early 1920's, most prominently, "All by Myself" (1921), "All Alone" (1924) and "What'll I Do?" was connected to the difficulties associated with his courtship of his future wife, socialite Ellin McKay. Their daughter Mary Ellin Barrett in her memoir reveals that such motivation couldn't have played a role when she describes how her parents first met at a party on May 23, 1924:

So there he was, eligible but elusive, and there she was, semi-engaged but still at liberty. And she faced him—during cocktails, over the soup, between the roast and the salad when the hostess turned the table?—and said in the soft, clear fluting, slightly affected accents of old New York, "Oh, Mr. Berlin, I do so like your song 'What Shall I Do?'"

Mr. Berlin gave her a look, told her the title—"What'll I Do?"—as it appeared on the sheet music, already having sold into the hundreds of thousands, and accepted her correction. "Where grammar is concerned, I can always use a little help," he said. (p. 21, hardcover edition)

Barrett also tells us how the song kept recurring in her mother's life between their meeting and their marriage. When her internationally known family forced her to spend a year in Europe away from the newly internationally known composer as a test of what they considered an unacceptable engagement, orchestras played "What'll I Do?" when she came on the dance floor; and when she had her tonsils removed, she came "out of the ether pathetically singing the song."

Finally, on the last page of her memoir, when she tells of her father in 1989, his last (101st) year, she returns to the 1924 song "What'll I Do?" as part of a reprise of his life. She describes the song as a turning point musically and socially—"a sweet sad Jazz Age waltz that is different from waltzes before the war, different from other waltzes he himself has written, a waltz not for wheeling, even a slow, stately wheel, but for dancing close" (p. 100, hardcover edition).

from Mary Ellin Barrett, Irving Berlin A Daughter's Memoir, New York: Simon and Schuster, 1994 (hard cover edition pictured—also available as paperback).

Berlin, Syncopation, Modernity and the Radio

Philip Furia and Michael Lasser expand on the modern element in "What'll I Do?" suggested by Barrett, above: Berlin used a form of syncopation in the song, the rhythmic element so connected with ragtime. The composer "worked out the melody to his plaintive ballad [through] rhythmic alterations between three-beat measures of waltz time and two beat measures of modern dance music [thus giving] it the feel of a syncopated waltz." They also point out how his use of contractions, such as "what'll," "gave his lyrics a colloquial sound (as British listeners found when they inquired about the meaning of the word 'whattle'" (p. 37).

The authors quote Berlin saying—referring to "What'll I Do?"—that he wanted to "syncopate for people's hearts as well as their toes" (p. 37, hardcover edition).

Radio and records as means for people to hear music in a more private setting than the at theater or even than in the parlor around the piano suggested to Berlin that modern life demanded a more intimate kind of music and led him to write songs such as "All Alone," "All by Myself," and "What'll I Do?" Philip Furia cites Lewis Erenberg's notion that American mass culture of the 1920's was trending toward "a preoccupation with private experience" and notes how Berlin songs such as "What'll I Do?" evoke that experience for the "solitary listener" through "the self-absorbed, plaintive singer,"

["What'll I Do
With just a photograph
To tell my troubles to,
When I'm alone
With only dreams of you . . . .]

(Furia, p. 58).

Will Friedwald writing about Sinatra's recording of the Axel Stordahl arrangement of "What'll I do," from 1947, refers to Rosemary Clooney's comparison between Frank and Bing. She says, "I think Frank showed a vulnerability that was not in Bing's makeup. Bing wasn't able to come out and sing 'I love you' that it had to be 'If I loved you' or 'If I say I love you' or something like that. whereas Sinatra would be more vulnerable and feel very comfortable showing that vulnerability. Therefore you as a listener are more comfortable hearing it." Friedwald extends Clooney's take on Sinatra and vulnerability by writing, "On a piece like 'What'll I do?' Sinatra saturates his performance with the strength required to show vulnerability. Never in a hurry, yet always in a tempo you could dance or pat your foot to, Sinatra exuded an erotic warmth that implied slow lovemaking" (Friedwald, Sinatra, p. 126, hardcover edition -- Listen to Sinatra recording on music video just at right).

Click here to read a version of the lyrics for "What'll I Do?," not including the verse,
as sung by Frank Sinatra. Sinatra leaves out both Berlin's introductory verse and his concluding one. Listen to Walter Pidgeon render Berlin's complete lyric -- with the exception of changing one word: "tied" to "sealed" in verse 2.

The complete and authoritative lyrics for "What'll I Do?" can be found in

Robert Kimball and Linda Emmet. The Complete Lyrics of Irving Berlin. New York: Alfred A. Knoph, 2001/Applause Theater and Cinema Books, 2005, paperback edition.

Click here to read Cafe Songbook lyrics policy.

Visitor Comments

Credits

The Cafe Songbook
Record/Video Cabinet:
Selected Recordings of

"What'll I Do?"

1924
Paul Whiteman and His Orchestra
album: 20 Golden Greats

same track as on album referenced above

Video Notes: The date of 1923 as it appears on the video below seems unlikely. All documents referring to Whiteman's recording date for "What'll I Do?" give 1924 as the year and when a specific date is shown its March 18, 1924. Although Berlin probably wrote the music in 1923, it is unlikely that he would have permitted it to be recorded before he published and copyrighted it in March of 1924. Also Whiteman's recording did not make the charts until July 5, 1924, reaching #1 that month. It is somewhat surprising that the first number one hit recording of Berlin's song did not include his lyrics, especially as it has been recorded almost exclusively with the vocal ever since.
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1924
Walter Pidgeon
album: Film Star Parade

same track as on album referenced above

Video Notes: Walter Pidgeon, vocal; Lester Hodges, piano; recorded July 15, 1924. Walter Pidgeon was one the great film stars of the first half of the Twentieth Century, but few know of his brief singing career. "Trained as a singer at the Boston Conservatory of Music, [Pidgeon] joined The Copley Players in Boston after [WWI] and performed at Aeolian Hall [in NYC where Gershwin premiered Rhapsody in Blue with the Whiteman Orchestra in 1924] with Elsie Janis who was on tour of the United States and Britain. A contract with Victor Records introduced him to Irving Berlin and he was asked to record "What'll I Do" in London in 1924. This, and the flip side of this record 'Duna' were the only recordings that Pidgeon ever made" (bsgs98).
Whereas the other early recording we give (Whiteman's above) is an instrumental, Pidgeon sings Berlin's lyric almost exactly as he wrote it, including verse 1, the chorus, verse 2, and a repeat of the chorus. The only change from the lyric as found in The Complete Lyrics of Irving Berlin is the substitution of "sealed" for "tied" in verse two: "Your lips and my lips were sealed with a kiss."
The image of the art deco sheet music cover at the end of the video is also noteworthy.
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1947
Nat King Cole Trio
albums: The Very Best of

and
The Complete Capitol Recordings
of The Nat King Cole Trio

Amazon

iTunes

same track as on both albums referenced above

Notes: "This collection [The Complete Capitol Recordings of The Nat King Cole Trio] contains 349 songs recorded at 91 separate recording sessions between October 11, 1942 and March 23, 1961. Two-thirds of the selection on this 18-disc anthology have either been out out of print since the 1940s, or have never been released in any form. Cole's 1956 album, AFTER MIDNIGHT, is included here in its entirety, along with all of the trio's more familiar songs.

"Included in this set are 104 tracks previously unavailable on US LPs. Sixty-six of the tracks were previously unavailable anywhere. Fifty-six rare Capitol radio transcriptions appear commercially for the first time. Dozens of the tracks appear at the correct speed for the first time ever.

"The package also contains a 64-page booklet containing session notes and commentary by Will Friedwald, (author of `Jazz Singer'), and an essay on Cole's keyboard style, by pianist Dick Katz. Rare photos, as well as, a complete session-by-session discography and cross-indexed tune list are also included." --from CD Universe.com product description 
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1947 and 1962
Frank Sinatra

This is the 1942 Columbia recording (on the album The Best of the Columbia Years
1943-1952) with Axel Stordahl arrangement.

This is the 1962 Reprise recording (on the album All Alone) with Gordon Jenkins arrangement

Notes: Sinatra recorded "What'll I Do" twice: in 1947 for Columbia with an Axel Stordahl arrangement and in 1962 for Reprise with a Gordon Jenkins arrangement. See Will Friedwald's comments on this recording just at left.
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1956
Julie London
album: Lonely Girl

same track as on album referenced above

Notes: "Liberty Records was pleasantly surprised when Julie London's debut album was such a big hit. Julie Is Her Name did contain the hit single "Cry Me a River," but each featured mellow jazz guitar and bass backing -- which was considered commercial suicide in 1955. So, instead of changing direction and recording the follow-up Lonely Girl with a full orchestra, Liberty wisely allowed London to strip the accompaniment down even more on the album by dropping the backing down to one instrument. Lone guitarist Al Viola plays gentle Spanish-tinged acoustic behind the hushed vocalist, and it suits London perfectly. . . ." (from CDUniverse.com album commentary)

"The album cover shown above is of the 1956 LP, but the Amazon link is to the MP3 album. The album is also available on CD with a different cover.
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1964
Judy Garland
album: Greatest Hits Live

same track as on album referenced above

Notes: "From a glance at the title, listeners could be forgiven for considering Greatest Hits Live a budget-label collection with muddy sound and shoddy notes. In fact, it's another compilation from Savoy Jazz of material dating to Judy Garland's early-'60s television show and specials. . . . [but despite the above average recording qualtiy, the album] becomes rather a hodgepodge of versions recorded in different settings with different aims in their original presentations." From CDUniverse.com album description.
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1974
Chet Baker
album: She Was Too Good to Me

same track as on album referenced above

Amazon

iTunes

Notes: Leader and arranger for the album, Don Sebesky.
"The 1960's saw Chet Baker living in Europe, in the shadows of the American jazz scene. By 1970, he had stopped making music altogether. Coping with a terrible heroin addiction, Baker found himself in a slump that almost cost him his life. However, by 1974, he had made a comeback with SHE WAS TOO GOOD TO ME, an album that speaks volumes for his ability to fight the odds. Here he sings and plays trumpet with the musical sagacity of a jazz elder, and while his technical abilities fall short of his 1950's recordings, his lyricism is thoughtful and refined.

Truly one of Baker's finest efforts, SHE WAS TOO GOOD TO ME features a large ensemble including smart string arrangements on the title track and "What'll I Do."." She Was Too Good to Me" is arguably Baker's greatest vocal performance on record. His lush, boyish voice is laced with deep sorrow as he contemplates his bittersweet past. "It's only natural I'm so blue," he croons in an almost whisper; this song truly makes the hairs on the back of your neck stand up.

Personnel: Chet Baker (vocals, trumpet); Paul Desmond (alto saxophone); Hubert Laws (flute, alto flute); Romeo Penque (flute, clarinet); George Marge (alto flute, oboe); Lewis Eley, Max Ellen, Barry Finclair, Paul Gershman, Harry Glickman, Emanuel Green, Harold Kohon, David Nadien, Herbert Sorkin (violin); Warren Lash, Jesse Levy, George Ricci (cello); Dave Friedman (vibraphone); Bob James (electric piano); Ron Carter (bass); Jack DeJohnette, Steve Gadd (drums).
Liner Note Author: Doug Ramsey. Commentary above from CDUniverse.com. For further comments, read Amazon customer reviews.
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1983
Linda Ronstadt
album: What's New

same track as on album referenced above

Amazon

iTunes

Notes: This is the album, first on LP, that showed us what was new with Linda Ronstadt, that she was a terrific singer of standards and a leader in the movement of popular singers of the sixties and seventies (e.g. Rod Stewart, Carly Simon, etc.) back to The Great American Songbook. That she made the trip under the tutelage of conductor-arranger Nelson Riddle didn't hurt.
"Unless you count Ringo Starr's SENTIMENTAL JOURNEY, 1983's WHAT'S NEW, the first of three albums Linda Ronstadt recorded with arranger Nelson Riddle, is perhaps the first major attempt by a bona fide rock artist to come to terms with the Great American Songbook of the Gershwins, Rodgers & Hart, Cole Porter and the other great songwriters who set the musical tone for American life and love before the advent of rock & roll. Possessed of considerable yet unpretentious vocal chops, Ronstadt is a good candidate for this formidable task. She clearly reveres this music and acquits herself winningly by turning in a well-chosen, well-performed set of familiar Sinatra and Billie Holiday-associated songs. Riddle's arrangements lightly support the singer and never upstage her. This late in the game, the master arranger's famous taste is fully in evidence"
Personnel includes: Linda Ronstadt (vocals); Nelson Riddle (leader); Tommy Tedesco, Dennis Budimir (guitar); Bob Cooper, Plas Johnson (tenor saxophone); Anthony Terran (trumpet); Chancy Welsch (trombone); Don Grolnick (piano); Ray Brown, James Hughart (bass); John Guerin (drums).
(from CDUniverse.com album commentary)
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1984
Rosemary Clooney
album: Sings Arlen and Berlin

same track as on album referenced above

Amazon

iTunes

Notes: This CD is a two disc combo of Clooney's Songbook LPs, the 1983 Arlen collection and the 1984 Berlin collection. She sings with a sextet that features cornetist Warren Vache, tenor saxophonist Scott Hamilton, and guitarist Ed Bickert.
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1985
Bea Arthur
performs "What'll I Do?" during the episode, "Journey to the Center of Attention" from the final season of Golden Girls.

Video:

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1998
The McGarrigle Sisters, Rufus Wainwright, Loudon Wainwright, Martha Wainwright and friends
Album: The McGarrigle Hour

same track as on DVD referenced above

Notes: "This elegantly produced family album contains an embarassment of riches. For the McGarrigles aren't just any family. Besides sisters Kate and Anna (and Jane), there's Kate's ex-husband Loudon Wainwright, their singer/songwriter offspring Rufus and Martha Wainright as well as old friends like multi-instrumentalist Chaim Tannebaum and producer Joe Boyd. Add guests Linda Ronstadt and Emmylou Harris and the table can get a little crowded here. The atmosphere never loses that saving intimacy however.

Each individual is allowed his or her moment in the limelight--Rufus shines especially on his original "Heartburn," Martha on hers, "Year Of the Dragon." Most of the numbers are old-timey parlor songs--whether public domain traditional folk, Stephen Foster's "Gentle Annie" or Irving Berlin's "What'll I Do." The McGarrigles' special gift has always been to invest this homespun material with something other than "traditional" values. This get-together--the sisters' best record in years--is no exception. Their music remains sharp and pungent, a little acerbic, and always mindful of the tragic undercurrent lurking beneath the surface warmth.

Personnel: Kate McGarrigle (vocals, guitar, banjo, accordion, piano); Anna McGarrigle (vocals, guitar, accordion, piano, bass); Loudon Wainwright (vocals, guitar); Chaim Tannenbaum (vocals, whistle, mandolin); Rufus Wainwright, Jane McGarrigle (vocals, piano); Martha Wainwright, Emmylou Harris, Linda Ronstadt, Lily Lanken, Dane Lanken, Sylvan Lanken (vocals); Philippe Tartartcheff (spoken vocals); Michel Pepin (guitar, mandolin, bass, drums); Joel Zifkin (violin); Tom Mennier (piano); John McColgan (drums, percussion)" -- from CDUniverse.com.
DVD of entire concert (including "What'll I Do?") is available from Amazon

2002
Jessica Molaskey
album: Pentimento

same track as on album referenced above
The view in the video is of Grammercy Park (looking north), NYC

Amazon

iTunes

Notes: "According to Webster's Encyclopedic Unabridged Dictionary, pentimento is defined as "the presence or emergence of earlier images, forms, or strokes that have been painted over." Musical theater star performer Jessica Molaskey's album of the same name gives a jazzy musical twist to this definition by updating songs from the 1920s and '30s. . . . Molaskey is joined by a stellar cast of musicians as she freshens up these vintage melodies, giving them a somewhat modern sheen, but not enough to completely mask their authenticity as classic American popular songs. The all-star band includes Ken Peplowski with his middle-register clarinet, Larry Goldings, and veteran Johnny Frigo. This group is augmented by Molaskey's husband, guitarist/vocalist John Pizzarelli, and his father, Bucky Pizzarelli" (from iTunes album review).

2003
Tierney Sutton
album: Dancing in the Dark

Amazon

iTunes

Notes: "This isn't Sutton's tribute to Sinatra, although all the material here was recorded and made famous by him. Instead, it's her working through the nooks and crannies of his songbook, and bringing things out and putting her own particular polish on them" (from iTunes review). Christian Jacobs, Piano and Conductor; Trey Henry, bass.
Video: live performance -- not the same track as on the studio album referenced above

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2004
Chris Botti and Paula Cole
album: When I Fall in Love

same track as on album referenced above

Notes: "This is not the typical example of an artist from another genre jumping on the crowded standards-and-ballads bandwagon. When I Fall in Love instead represents an instrumental stylist busting out of a box to find a much more suitable platform for his craft. These tracks are the fruits of an obvious labor of love for everyone from the featured musicians to the arrangers to the engineers" (Amazon editorial review by Mark Ruffin).

"Although the most popular contemporary jazz tends to fall into the "lite" category, trumpeter Chris Botti avoids painting himself into this corner by sticking with an approach more reminiscent of Chet Baker. For his 2004 album, WHEN I FALL IN LOVE, Botti takes it a step further by employing the London Session Orchestra to provide him with lush accompaniment on a program predominantly made up of standards. The Oregon native adds further layers to the album's sound by calling on singer Paula Cole, whose burnished vocals provide a fine foil on a brush-stroked version of Irving Berlin's "What'll I Do?" and "How Love Should Be," with its subtle mix of piano and strings." from CDUniverse.com.
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2009
Hilary Kole
album: Haunted Heart

same track as on album referenced above

Notes: Tedd Firth, piano; Paul Gill, bass; Mark McLean, drums
"As I listened to Hilary Kole cry out the classic Irving Berlin ballad 'What'll I Do?' at Birdland on Wednesday evening, the song seemed to flow from her like a single agonizing thought. As the prospect of being alone sank in, her composure threatened to crack and her voice rose to a near-sob before her panic subsided, replaced by quiet resignation and despair. These changes were expressed subtly in a steady emotional arc as Ms. Kole s glowing voice reined in any impulse toward hysteria" (Stephen Holden, New York Times, Feb. 13, 2009).

2014
Willie Nelson and sister Bobbie
album: December Day

same track as on album referenced above

Notes: "December Day is an album by American country music singer-songwriter Willie Nelson and his sister, Bobbie Nelson, released by Legacy Recordings on December 2, 2014. It was the first release of Willie's Stash, a set of archival recordings curated by Nelson.[1] Recorded with his road band, the album includes a track featuring Nelson's longtime bassist Bee Spears, deceased in 2011" --So this version of 'What'll I Do?' was actually recorded earlier than 2014" from Wikipedia, but the album was released in that year, hence the album's subtitle with its double entendre, "Willie's Stash." Willie opens with Berlin's verse.
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