Dionne Warwick and Burt Bacharach on the Drama of ‘Walk On By’

Burt Bacharach: In 1963, lyricist Hal David and I were focused on Dionne Warwick. We had signed her a year earlier to record our songs, and we were signed to Scepter Records.

Dionne had a singular voice that was perfect for us—young, earthy, edgy and confident. The first three singles we wrote for her—“Don’t Make Me Over” in ’62 and “This Empty Place” and “Make the Music Play” in early ’63—charted but weren’t big pop hits.

Hal and I began writing “Walk On By” in mid-’63 at our office in New York’s Brill Building. I sat at our terrible upright piano and Hal sat at a small desk with a pad and pen.

Hal had just three lyric lines. They would become the song’s opener:

“If you see me walking down the street / and I start to cry, each time we meet / Walk on by.”

I came up with a melody line and we evolved from there. Hal wrote the verses that day, and I added the music.  

“Walk On By” had an unusual structure, musically. Unlike most pop songs, I used quite a few minor chords in the verses. Hal’s lyrics also were different.

Instead of a woman singing about falling in love, she laments being jilted and tells the guy who dumped her to keep moving when she runs into him on the street. It’s about a woman’s vulnerability and pride.

But Hal and I never thought about the psychology of the lyrics. We were just trying to write songs that would click with the urban market.  

Hal’s verses focused on the heartbreak:

“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.”

The chorus—repeating “walk on by”—creates a break before the verses continue, imploring the guy to keep going and not worry about her if she seems down:

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

“Foolish pride, that’s all that I have left / So let me hide / the tears and the sadness you gave me / When you said goodbye.”

The lyric came from Hal’s superiority as a wordsmith. I just wanted notes that sounded fresh against them.  

Once I had the basics written out, I made a tape of me playing piano and singing Hal’s lyrics. Then Dionne came to the Brill Building to hear it.

Dionne Warwick: I liked the song as Burt played and sang it for me. I was in my early 20s, so we all had fights with boyfriends and told them to get lost.

I knew right away I was singing a special lyric. I’m sure Hal had overheard a woman say “walk on by” someplace. He told me many of his phrases came from the environment.

Mr. Bacharach: I envisioned the orchestration as I wrote out the chords. Two very important elements distanced the song from being normal and were indelible.

When Dionne sings “walk on by” in the verse, I wanted her to be answered not by background singers but by two flugelhorns echoing those words. The flugelhorn is fleshy and sensual. Two trumpets would have been too hard and piercing. By having two flugelhorns play in unison, the notes would be slightly uneven around the edges and sound human.

To ensure they delivered soulfully, I wrote dummy words on the flugelhorn parts, like “Just look in my eyes, dear.” This let the flugelhorn players feel the drama I wanted in their notes.

I also wanted two pianos. I had one play in the verses but two in the chorus. There, I had them both play accented eighth notes that formed a chord. It added a feeling of impatience.

At Bell Sound Studios on West 54th St., we recorded two songs that day—“Walk On By” and “Anyone Who Had a Heart.”

Artie Butler: When I arrived, Burt had two concert grands with the fronts positioned at a right angle. Paul Griffin, a terrific studio pianist and a friend, was the second pianist.

Burt played us what he wanted. The music was unique and complicated—harmonically and rhythmically. It was intelligent and beautiful, with sophisticated twists and turns in the melody.

Mr. Bacharach: In the intro and the verses, the sharp “shicks” you hear were created on the electric guitar by Bill Suyker. It gave the song a rhythmic Brazilian baião feel that was subliminal and suspenseful.

Russ Savakus was on bass, Gary Chester on drums. Before we started recording, I got them around the piano and sang each part so they knew how I wanted them to sound. Then Dionne went into the glass vocal booth and we recorded between nine and 11 takes.  

Ms. Warwick: It was more like 15. Burt marches to his own drummer. He kept pushing for one more take, just one more that was a little better.

Singing background was my sister Dee Dee, my cousin Myrna Utley, and Sylvia Shemwell. They were background singers known as the Sweet Inspirations.

On top of that gospel sound, Burt wanted an airy choir. So he brought in Linda November, Valerie Simpson, Maeretha Stewart and Elyse Brittan.

Mr. Bacharach: I wanted the deeper church voices in the core and the lighter, angelic sound to broaden the harmony on top, almost like vocal strings. I had the two groups sing an octave apart.

For the strings in the second half, I used nine violins, two violas and two cellos. But after the first or second take, I knew I had to rework the strings at the end. The part was too busy. Instead, I had them play a single note.

My goal was to make all of the different elements in “Walk On By” seamless. I didn’t want the listener to notice. I wanted it all to sound and feel totally natural.  

Ms. Warwick: Scepter released “Anyone Who Had a Heart” first, in January ’64. It went to No. 8.

Then they released “Walk On By” in April—on the B-side. Can you imagine? My vocal on Burt and Hal’s “Any Old Time of Day” was the A-side. Both were great, but “Walk On By” had the drama.

Fortunately, Murray the K, the influential New York DJ, liked “Walk On By” better. He kept playing it until Scepter called to protest. So he had his listeners vote by phone. “Walk On By” won, and most DJs around the country followed his lead. It went to No. 6.  

Mr. Bacharach: “Walk On By” was a turning point in my musical voyage. Looking back, the success of its sound freed me to develop irregular time signatures and instrumentation on all my songs moving forward.

For the first time, I had given myself permission to use two flugelhorns and two pianos. That led me to use five pianos on “What’s New Pussycat?” in 1965 with Tom Jones and a pair of flugelhorns with Dionne on “I Say a Little Prayer” in ’67.

After “Walk On By,” I never had to worry about a record company second-guessing me. I was no longer at their mercy. I was free to explore a new approach without thinking twice about it.