"What'll I Do?": History, Commentary, Discography, Performances on Video

"What'll I Do?"

Other songs written for The Third Music Box Revue currently included in the Cafe Songbook Catalog of The Great American Songbook: none.

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.)

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).

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.)

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).

Philip Furia and
Michael Lasser,
America's Songs: The Stories Behind the Songs of Broadway, Hollywood, and Tin Pan Alley, New York: Routledge, 2006.

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 . . . .]

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.

• Barbara Cook: gabrsh
• Chet Baker: fisherroastedpeanut
• Bea Arthur: abfabjurisprudence
• Jessica Molaskey: Dimitri Diamant
• Tierney Sutton: Kevin Axt
• Chris Botti: Pirateanthony

Notes

• (For more about the origins of the song, visit the Critic's Corner , below).
• 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.
• Joel Whitburn, Pop Memories 1890-1954: The History of American Popular Music , 198 6
• Early Recordings that made the charts (year and chart #
• Source: Joel Whitburn, Pop Memories, 1890-1954 , Menomonee Falls, WI: Record Research Inc., 1986. For later recordings, go to Selected Recordings
• Laurence Bergreen quotes Alexander Woolcott's contemporary account of a typical soirée at McMein's:
• Berlin, Syncopation, Modernity and the Radio
• ( Furia, p. 58 ).
• The complete and authoritative lyrics for "What'll I Do?" can be found in

Cite this page: "What'll I Do?": History, Commentary, Discography, Performances on Video, Cafe Songbook, https://greatamericansongbook.net/pages/songs/w/whatll_i_do_f.html