What'll I Do

"What'll I Do" is a song written by Irving Berlin in 1923.[1] It was introduced by singers Grace Moore and John Steel[2] late in the run of Berlin's third Music Box Revue and was also included in the following year's edition.[3] In the lyrics, the singer longs desconsolately for his love, imagining how he can go on without her.

What'll I Do is one of the only songs by Berlin that is clearly biographical. His fiancée, a society beauty named Ellin MacKay, had been sent to Europe by his disapproving father, a very wealthy Long Island magnate, in the hopes that MacKay would forget Berlin. (She did not and eventually they married.) The song was written during McKay's "tour" of Europe.

The best known cover version was recorded by Frank Sinatra for his album All Alone (1962). The song was used as a generalized theme in Nelson Riddle's Academy Award-winning period score for the film The Great Gatsby (1974) starring Robert Redford and Mia Farrow, sung by character actor William Atherton. Linda Ronstadt & The Nelson Riddle Orchestra covered the song in the album “What’s New” produced by Peter Asher in 1983 with tenor Sax Solo by Bob Cooper. It was sung by Mary Steenburgen in the movie The Butcher's Wife (1991), and was used as the theme tune to the British sitcom Birds of a Feather, performed by its lead stars Pauline Quirke and Linda Robson. An instrumental version of the song was used under the closing scene of "I Do, Adieu" (1987), the fifth-season finale of the sitcom Cheers. The Johnny Mathis version of the song was also used in the closing scene of "The Jet Set," the eleventh episode in the second season of Mad Men. The song was also performed in The Golden Girls by Bea Arthur in the episode "Journey to the Center of Attention" (1992). The song was included on Seth MacFarlane’s fifth album, Once in a While. The song was also featured in the film Mona Lisa Smile (2003). Bob Dylan covered it in his album Shadows in the Night (2015).