"Don't Make Me Over" is a song written by Burt Bacharach and Hal David. It is best known to North American audiences in the original recorded version, a 1962 soul single recorded by American singer Dionne Warwick. UK audiences know it better as a 1966 hit single by Merseybeat group The Swinging Blue Jeans.

Dionne Warwick version

The original recorded version of the song was Dionne's Warwick's first collaborative effort with Bacharach and David. Warwick first met the famed team while singing background for The Drifters recording a Bacharach song entitled "Mexican Divorce". The duo then began producing her with songs like "Make It Easy On Yourself".

As legend has it, Warwick originally thought that "Make It Easy On Yourself" would be her debut as a lead singer, and was angry when she learned Bacharach and David were giving the song to Jerry Butler. An upset Warwick balked, "Don't make me over, man", which was street slang for "Don't lie to me". The duo decided to turn the slang into a song for Warwick and she recorded it in New York.

Released in November 1962, the recording of "Don't Make Me Over" was issued with a mis-spelling of the artist's name: Warwick, rather than Warrick. The singer decided to keep the mis-spelling and would forever after be known by the latter name. The song became Warwick's first hit single, reaching #21 on Billboard's Hot 100 singles chart and #5 on the hot R&B singles chart in January 1963, becoming the first of over 50 singles Warwick scored between 1962 and 1998.

Warwick's original version of this track was inducted to the Grammy Hall of Fame in 2000. That year she recorded and released a revamped and updated version of the song on her album Dionne Sings Dionne II, roughly thirty-eight years after recording the original version.

Swinging Blue Jeans version

Warwick's version of "Don't Make Me Over" did not chart in the UK. The Swinging Blue Jeans, a mid-1960s beat group best remembered for the singles "Hippy Hippy Shake" and "You're No Good" covered the song in early 1966, and took it to #31 UK. It was the band's final chart hit.

Jennifer Warnes version

In 1979, singer/actress Jennifer Warnes covered the song with much confidence, but it reached only #67 pop in 1980. In the UK, this version did not make any chart impact.

Sybil version

In 1989, "Don't Make Me Over" entered the charts again under a new jack swing remake by singer Sybil, reaching #20 pop and #3 R&B. In the UK, it reached #19 pop and #2 dance. Sybil would go on to do another remake of a Bacharach/David composition originally recorded by Dionne Warwick: "Walk On By".