034: Dionne Warwick, ‘Walk On By’ (Burt Bacharach)

Posted by on Nov 25, 2020 in Rock and Roll, Song Of the week |

If the choice of our Song of The Week seems a bit obvious, pedestrian, or overdone, don’t blame me. I didn’t choose it – it chose itself.

It came up in conversation with a 30-year old soprano, MH. “Oh, I know that song,” she said. “Gabrielle sings it.”
Well, folks, I listened to Gabrielle’s version of it. At first, I thought my stereo system was having a panic attack. Then I thought perhaps it was being invaded by alien lizards. Then I thought the Merry Pranksters had spiked my decaf tea. But no, it was just this new century creeping up on me. Gabrielle wears a sequined eye patch; the father of her son murdered his stepfather with a machete; and for a living she electronically samples songs like “Knocking on Heaven’s Door” beyond recognition.

I gave MH the original version of “Walk On By“. “Wow, Jeff, that’s so much better than Gabrielle’s version. Who sings it?” she asked, unaware of my pedantic compulsion to explain to 30-year old sopranos why they might do better listening to Dionne than Gabrielle. So this week’s song is for you, MH. And pedestrian though the choice may be, the song certainly isn’t.

“Walk On By” was originally sung of course by Dionne Warwick, lyrics by Hal David, music and arrangement by Burt Bacharach. It was born in December, 1963, 7 years before Gabrielle, 16 years before MH.
It’s #70 in Rolling Stone’s 500 Greatest Songs of All Time.It’s been covered hundreds of times, by everyone from Johnny Mathis to Vanilla Fudge, 233 times in all cccording to one list.

Burt Bacharach: “‘Walk On By‘ was the first time that I tried putting two grand pianos on a record in the studio. I can’t remember if I played and Artie Butler played or if Paul Griffin and Artie Butler played but here were two grand pianos going on. I knew the song had something. It was a great date. I walked out of that studio and we had done two tunes in a three-hour session, ‘Walk On By‘ and ‘Anyone Who Had A Heart.’ I felt very good leaving knowing that I had two monster hits on my hands. You never know for sure but you feel a great satisfaction.”

The song itself talks about the public face of private heartbreak. The dark, incisive production employs a mixture of disparate elements, if we really need to dissect it. There’s an R&B chicken-scratch guitar riff giving a funky edginess throughout; a rich, intelligent piano base; flavors of vibraphone, woodblocks and Bacharach’s signature flugelhorn; MOR strings and vocal harmony filler; at the end of the verse, gospel-inspired backing singers (‘Don’t! Stop!’) over the rhythmically sprung piano roll. And that vocal, that vocal.

For the sharpies out there, quick, what’s the one Bacharach song The Beatles recorded? C’mon, quick!

Burt Bacharach (b. 1928) and Hal David (b. 1921) were among the many Jewish kids churning out hits in the Brill Building in the late 50s (with Lieber & Stoller, Pomus & Shuman, Goffin & King, Barry & Greenwich, Mann & Weil–the last three being married couples).

Prior to “Walk On By” (April, 1964), the Bacharach/David had already put almost 30 songs on Billboard’s Hot 100, including ‘The Man Who Shot Liberty Valance’, ‘Only Love Can Break a Heart’, ’24 Hours from Tulsa’ (Gene Pitney), ‘Any Day Now’ (Chuck Jackson), ‘Don’t Make Me Over’, ‘Anyone Who Had a Heart’ (Dionne Warwick), ‘Blue On Blue’ (Bobby Vinton), and ‘Baby, It’s You’ (The Shirelles).

Subsequent classics of Bacharach include ‘Close To You’ (the Carpenters), ‘Raindrops Keep Falling on My Head’ (B.J. Thomas) and ‘I Say a Little Prayer’ (Aretha Franklin), ‘The Look of Love’ (Dusty Springfield), ‘Alfie’ (Cilla Black), ‘What the World Needs Now’ (Jackie DeShannon) and ‘Arthur’s Theme’ (Christopher Cross). According to one account, Bacharach has had 66 Top Forty hits.

Tall, elegant, stately Dionne Warwick (b. 1940) was doing backup vocals in NYC while still in high school, and then during her conservatory studies at Hartt College of Music (where she earned her doctorate in 1973).

While singing background on Bacharach’s production of The Drifters’ “Mexican Divorce”, she caught his eye. In this clip he waxes nostalgic about their meeting, his appreciation of her talent, his feelings for her and their relationship, and sings a medley with her beginning with ‘Walk On By’.

Over the next 20 years, Warwick charted 38 singles co-written or produced by Bacharach, including 22 Top-40, 12 Top-20, and nine Top-10 hits on the American Billboard Hot 100 charts. Some of my favorite Bacharach/Warwick collaborations (beyond of course the great early triad of ‘Don’t Make Me Over’, ‘Anyone Who Had a Heart’, ‘Walk On By’) are ‘Trains and Boats and Planes’, ‘Promises, Promises’, ‘I’ll Never Fall in Love Again’, ‘Do You Know The Way To San Jose’, and the original ‘I Say a Little Prayer’. They all carry the stamp of a real partnership, music and lyrics and arrangement and vocals. Bacharach stated, “She has a tremendous strong side and a delicacy when singing softly—like miniature ships in bottles.” Musically, she was “no play-safe girl. What emotion I could get away with!”

In itself, that’s a very impressive body of auteur pop – complex rhythmically and harmonically, inventive in the sound palette, highly charged emotionally, witty and urbane. Many historians of the field consider Bacharach to be virtually the only legitimate post-rock-and-roll member of the Great American Songbook pantheon, that which stretches from Tin Pan Alley through the Broadway and Hollywood musicals, 1920-1960. Bacharach and David have a lot in common with Arlen, Bernstein, Berlin, Dietz, the Gershwins, Hammerstein, Hart, Kern, Loesser, Rodgers, Schwartz, and Styne. They all wrote wonderful, memorable songs that continue today to transcend the very common denominator of the pop medium.

They’re also all Jewish men writing stellar songs best rendered by Black women. That’s a subject that I’d love to delve into, but I assume that my lack of sensitivity to what is politically acceptable today (a consequence of my expatriatism) would cause such faux pas that I’d be dragged in front of HUAC for a public flogging.

Explaining what he tries to put into his songwriting, Bacharach said, “So it’s not, you listen four or five times and you love it, and then you say, ‘OK, enough with that.’ If I get tired of it quicker than I should, I have to rethink it.” How many times have I heard the song? I couldn’t count. Many hundreds, probably. Maybe thousands. Well, good job, Burt. And, yes, MH, there is a Dionne Warwick.

If you see me walking down the street
And I start to cry each time we meet
Walk on by, walk on by

Make believe
that you don’t see the tears
Just let me grieve
in private ’cause each time I see you
I break down and cry
And walk on by (don’t stop)
And walk on by (don’t stop)
And walk on by

I just can’t get over losing you
And so if I seem broken and blue
Walk on by, walk on by

Foolish pride
Is all that I have left
So let me hide
The tears and the sadness you gave me
When you said goodbye
Walk on by
and walk on by
and walk by (don’t stop)

Walk on by, walk on by
Foolish pride
Is all that I have left
So let me hide
The tears and the sadness you gave me
When you said goodbye
Walk on by (don’t stop)
and walk on by (don’t stop)
and walk by (don’t stop)


If you enjoyed this post, you may also like:

117: Carole King, ‘It Might as Well Rain Until September’

062: Martha and The Vandellas, ‘Heat Wave’

042: Leiber & Stoller, ‘Yakety Yak’ (The Coasters)



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Feb 3, 2012 at 2:32 pm

You piqued my curiosity… I checked out Gabrielle (http://youtu.be/0Fsto2mxWtE) singing “Walk on by” on You-tube. I wasn’t disappointed that her voice coudln’t compare to Warwick’s – but I did feel disappointed that she sang her non-electronic version fairly well, and alas – no eyepatch!

Mark L. Levinson
Feb 3, 2012 at 6:53 pm

Dionne Warwick re-recorded “Walk On By” at least twice in later years; it’s both sad and impressive to hear her managing to put the song across even without the vocal range that she had in her prime.

Feb 3, 2012 at 8:55 pm

תודה ושבוע טוב

Feb 5, 2012 at 8:49 am

thank you papa

Feb 16, 2012 at 7:33 pm

Thanks for that great article. I came hear on a search for the names of the backup singers from “Walk On By”. I was wondering if her aunt Cissy Houston was one of the backups. When Whitney died the other day, i was sad. But when i went to itunes to buy a couple of Whitney tunes, I ended up buying Dionne instead. Musically, she was one of my first loves. You never forget your first love.

Sep 2, 2012 at 6:18 am

“Hey nineteen that’s ‘retha Franklin; she don’t remember the Queen of Soul,” nice rant. Per Wikipedia, on “Baby It’s You,” Mack David, Hal’s brother, was the lyricist and Luther Dixon AKA Barney Williams co-wrote the music with Bert, so to call it a Bacharach-David tune might be considered misleading if not exactly untrue. Bob Hilliard wrote the lyrics for “Any Day Now” and “Mexican Divorce.”

“Walk On By” is one of the great masterpieces of 20th century US pop music, and, though she’d had several hits leading up to it, this is the one that permanently established Dionne Warwick, and to those paying attention, Bacharach and David, as great artists. It was clear at the time, at least to me, at 15, and nothing’s changed. Another such moment was hearing Aretha’s version of “Respect” when it was released a couple of years later; many had that experience hearing Whitney sing the national anthem or the Dolly song for the first time.

I wish I knew who played the flugelhorn on that session, the one responding whenever Dionne sang “walk on by…” Thanks.

Malcolm Pordes
Jan 22, 2013 at 10:55 pm

Many people, including me, believe Dionne did her best work with Bacharach and David. Not that she didn’t do other great songs as well. However, she lost me after the 70’s.

I urge everyone to listen to Isaac Hayes version of Walk On By. Hypnotic.

Joseph Schick
Aug 18, 2016 at 7:34 pm

When I listen to the background vocal line “Don’t…stop…” I hear it with two meanings: One as simply “Don’t stop,” the other as “Don’t (walk on by)… Stop.” The beat between don’t and stop says to me that she doesn’t want him to walk on by but rather to stop… I have always thought this…

If you still monitor comments for this SOTW (all great selections and well written, too), what do you think?

Aug 18, 2016 at 8:10 pm

I think that’s a very astute observation.
I buy it completely.
The music of the song (by that I mean everything, the notes, the arrangement, the vocal, everything together) seems to me to be clearly regretting the split.

Oct 7, 2016 at 6:04 am

I was just listening to my Crystal Corporation 20 Solid Gold Hits record (https://www.discogs.com/Various-20-Solid-Gold-Hits/release/2027130) and I heard a live version of this song that has an awesome vibe. The beat is really funky and Dionne gets the audience to sing along. Thankfully someone has put it on youtube.

Oct 7, 2016 at 8:15 am

Cool, thanks.
Nice to hear Dionne working like that.

John Kehe
Nov 27, 2020 at 4:00 pm

The incomparable Dionne. Meaning, literally, who can be compared with her? Who sounds even remotely like her? The unique combination of that sexy, husky vocal timbre, her elastic range, her cool but emotional delivery, the exquisite phrasing and acrobatic sense of timing that nearly all Bacharach/ David songs required – that’s our Dionne, and she makes it all sound effortless and weightless. She’s my desert island vocalist- female division – and not a week goes by that she isn’t on my turntable or in my car singing those wonderful B/D gems.

Maggie Evans
Nov 27, 2020 at 4:21 pm

As a teen, I was already in love with Broadway musicals. I tagged along with an older friend to an audition for “Oliver!” She sang her song and did her dance and I was asked what I would sing. I hadn’t prepared anything and the first music that jumped into my head and out of my mouth was a song I was currently obsessed with, “Walk On By.” The accompanist knew it well and I sang with all of the conviction I could muster. The principals had already been cast but it won me a spot in the ensemble and a plum of a solo in one of the big numbers. This girl, mourning the loss of her love, begging to be allowed to maintain some dignity. As great as Dionne is on it, the backup girls steal the show for me.
Thanks for sharing.

Nov 28, 2020 at 5:52 pm

If you have a playlist that goes beyond the obvious, I’d be happy to see it.



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