‘Dionne Warwick: Don’t Make Me Over’ Review: One of the Most Transcendent of All Pop Singers Gets a Solid Documentary

It stints on her personal life but captures what made her a great artist — and a crossover legend.

Dionne Warwick: Don't Make Me Over

Every great singer has her own signature, and Dionne Warwick’s, in her defining period in the ’60s and ’70s, was the gorgeous wavery ethereal slowness of her vibrato. It allowed her to hit a note, sustain it with that beautiful wide tremolo, and invest it with a yearning that was pure enough to pierce you. You can hear it in her very first recording, “Don’t Make Me Over,” which is the first record she made of a song by Burt Bacharach and Hal David, or in her first sublime recording, “Anyone Who Had a Heart” (1963), where she sings a line like “Anyone who ever loved, could look at me,/And know that I lov-v-v-e you…,” the last two words ringing out like bells, tied to each other by a curlicue of emotion. Warwick didn’t just sing the notes — she lofted them into the air, so that they floated into your heart.

In the new documentary “Dionne Warwick: Don’t Make Me Over,” Burt Bacharach, now 93, says, “Dionne had this huge range,” meaning not just her ability to leap octaves but her vast emotional scope. “She’s very delicate, and then she’s very explosive. Very unusual to have a singer who can do…that.” That wistful warble of Warwick’s was ideal for ballads (she could crest and soar like nobody’s business), but it worked just as incandescently in up-tempo pop songs, like the way she’d sing “Do you know the way to San Jose…” and give the “San” a little push, a little vibratory flutter that allowed her to express hope and loss, happiness and sadness in the same beat.

When I was a kid and “Do You Know the Way to San Jose” came on the radio, I’d be spellbound by the mix of feeling in it — the late-afternoon melancholy that was also, somehow, a kind of magic-hour contentment. Warwick made going back to San Jose sound like a return to paradise, yet a return suffused with loss, with her retreat from the big city (“L.A. is a great big freeway…”). And that slow vibrato was so distinctly lovely, so completely and utterly her that I believed in my grade-school soul the experience she was singing about was actually happening to her. She turned songs like “Do You Know the Way…” or “I Say a Little Prayer” or “I’ll Never Fall in Love Again” into luminous pop confessions of middle-class rapture and heartbreak.

“Don’t Make Me Over,” directed by David Heilbroner and Dave Wooley, is a relatively simple and basic documentary. It’s 90 minutes long, and it sits down with Warwick — sharp and spiky at 81, with a short dyed coif that’s the essence of elegance — and invites her to sift through her memories. It touches on her childhood growing up in an integrated neighborhood of East Orange, New Jersey (we see a startling grainy black-and-white clip of her singing lead in a gospel choir when she was 21), and on the launch of her career at the Apollo Theater, where she followed in the footsteps of artists like Ella Fitzgerald and Billie Holiday by performing on Amateur Night.

The movie relates, in an engaging if somewhat glancing fashion, the story of most of her hit songs, and it interviews figures from Bacharach and Clive Davis and Smokey Robinson to Carlos Santana and Valerie Simpson to Elton John and Stevie Wonder to Alicia Keys and Bill Clinton and Snoop Dogg, all of whom testify to the singular glory of Warwick’s expressive gift and to all the racial-cultural barriers she broke down, mostly by vaulting over them. We also get a summary of her personal life — youthful marriage, Mexican divorce, remarriage for 12 years, two sons — in about three minutes.

Leaving an artist’s private life offscreen can work in a documentary, but it can also rob the film of spice, and to a degree that happens here. As a piece of archival biography, “Don’t Make Me Over” is serviceable rather than inspired, a kind of soft-edged memoir that takes a once-over-lightly skim through Warwick’s life and career. I wish it dove deeper into the musical synergy between Warwick and Bacharach and David, giving us a more detailed, lived-in sense of how those miraculous songs were created and recorded. Yet Warwick, as a singer, had such a spectacular run that just seeing it all play out, and watching the clips that have been assembled of her spellbinding performances on stage and on television, is more than satisfying, especially because the movie truly understands what a transformational figure she was.

“Don’t Make Me Over” deals quite insightfully with how Dionne Warwick fitted into, and changed, the racial landscape of American entertainment. In Europe, she was initially — outrageously — represented on the cover of an album by the image of a sexy white girl. When she walked on stage at the Olympia in Paris, the audience was shocked. She tells the story of touring the Jim Crow South in the early ’60s with Sam Cooke and others, a situation she had so little tolerance for that her periodic lashing out about it could rival Nina Simone’s. In a concert hall that put whites on one side of the stage and Blacks on the other, Cooke told her never to turn her back on the white audience. She responded by going out on stage and immediately doing the opposite of what he said.

Returning from Europe, she was welcomed in the States, and doors opened up for her, as she appeared on “Ed Sullivan” and a slew of variety shows hosted by Perry Como, Red Skelton, Dinah Shore, and others. She became the first solo Black woman artist to win a Grammy. Yet even as she grew iconic, she felt like she was in a bubble (she was just about the only Black music star being invited into that spotlight). On top of that, she was hit with the kind of accusatory racial crosswinds that would buffet her first cousin, Whitney Houston, several decades later, with some members of the Black community complaining that Warwick was a “sellout.” As she tells it, “The music I was singing was nothing like anything that any of them were singing, Black or white. So they really didn’t know what to do with me.”

Warwick turned into a global groundbreaker of crossover: not just in terms of the demographics of her fans, but in the way she fought the system of musical-racial categories by transcending them. She was a pop singer who infused songs with a unique soul. We see a stunning clip of her on television singing “I Say a Little Prayer,” which allows us to drink in the electricity of her presence: the regal cheekbones, the movie-star overbite that was so unique, the delicate plaintive power of her voice. There is no more romantic line in the history of pop music than the way she sings “I say a little prayer for you…,” because you feel she’s truly singing it to someone, the glory of her voice invested in the other. To watch this documentary is to return to a moment when devotion could still declare itself from the rooftops.

The story doesn’t end there, of course. “Don’t Make Me Over” covers Warwick’s high-powered comeback in the late ’70s, which was engineered by Clive Davis, and includes the way that she initially balked at recording what is arguably her greatest song of that period, “Heartbreaker,” written expressly for her by Barry Gibb of the Bee Gees. (She had balked, in a similar way, at “Do You Know the Way to San Jose.”) The movie devotes a lengthy section to how Warwick became one of the first AIDS activists, speaking out about the epidemic when no one in the music industry would, spearheading the recording of “That’s What Friends Are For” (a song that generated many millions of dollars for that cause) and even prompting Ronald Reagan, on stage, to publicly say the word “AIDS” for the first time. It also deals with her antipathy to the misogyny of gangsta rap, and there’s a great story, told by Snoop Dogg, about how she invited him, Suge Knight, and Tupac Shakur over to her home to have a powwow about it. Snoop claims that the meeting influenced his lyrics from that point on.

At the end of “Don’t Make Me Over,” various people are asked what their favorite Dionne Warwick song is, and that’s a natural question, since there was so much love in her music that you almost can’t help but think, “Which of those songs do I love most?” Burt Bacharach is arguably one of the 10 greatest composers of the 20th century, and the synergy of his melodies, Hal David’s lyrics (which Warwick calls poetry), and Warwick’s voice produced songs that were three-minute cantos of pop magic. In a way, Dionne Warwick is one of those artists where your favorite song of hers is probably the one you happen to be listening to. The melancholy defiant lilt of “Walk On By,” the yearning of “Anyone Who Had a Heart” — in the film, Elton John is not exaggerating when he says, “They are just perfect works of art. They were a bit like Picassos.” Forced to choose, I myself would cite two Warwick songs: “I Say a Little Prayer,” probably the most heavenly song Bacharach ever wrote, and “What the World Needs Now,” which Warwick performs with an adoration that makes it the most exalted of anthems. The song’s message, that love is “the only thing…that there’s just too little of,” is a plea that risks naïveté. Yet as Dionne Warwick sings it, they’re the truest words ever spoken.

‘Dionne Warwick: Don’t Make Me Over’ Review: One of the Most Transcendent of All Pop Singers Gets a Solid Documentary

Reviewed online, March 7, 2022. MPAA Rating: Not rated. Running time: 89 MIN.

  • Production: A CNN Films release of an Endeavor Content, Mister Smith Entertainment, Wooley Entertainment production. Producer: Dave Wooley. Executive producers: Geralyn White Dreyfous, Michelle Freeman, Wes Hall, Raymond F. Schinazi, Regina K. Scully.
  • Crew: Directors: David Heilbroner, Dave Wooley. Screenplay: Dave Wooley. Camera: Tom Bergmann, Thaddeus Wadleigh. Editor: Stephen Perry. Music: Dionne Warwick.
  • With: Dionne Warwick, Burt Bacharach, Clive Davis, Elton John, Gladys Knight, Snoop Dogg, Alicia Keys, Smokey Robinson, Carlos Santana, Valerie Simpson, Damon Elliot, David Elliott, Quincy Jones, Berry Gordy, Bill Clinton, Chuck Jackson, Cissy Houston, Gloria Estefan, Olivia Newton-John, Melissa Manchester, Jesse Jackson.