Billie Holiday Discography   Lyrics

All Of Me (1931)

Lyrics and music: Seymour Simons & Gerald Marks

rec date type # discography tk rec time
1941 MT 146 Complete in Columbia v.7 2 3'00"

 

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them

Your good-bye 

Left me with eyes that cry
How can I 

Go on dear without you
You took the part 

That once was my heart
So why not take 

All of me?

(bridge)

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them

Your good-bye 

Left me with eyes that cry
How can I 

Go on dear without you
You took the best
So why not take the rest
Baby, take all of me

rec date type # discography tk rec time
1941 AT 146a Complete in Columbia v.10 9 2'57"

 

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them

Your good-bye 

Left me with eyes that cry
How can I 

Go on dear without you
You took the part 

That once was my heart
So why not take 

All of me?

(bridge)

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them

Your good-bye 

Left me with eyes that cry
How can I 

Go on dear without you
You took the best
So why not take the rest
Baby, take all of me

rec date type # discography tk rec time
1941 MT 147 Complete in Columbia v.10 10 3'50"

 

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them

Your good-bye 

Left me with eyes that cry
How can I 

Go on dear without you
You took the part 

That once was my heart
So why not take 

All of me?

(bridge)

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them

Your good-bye

Left me with eyes that cry
How can I 

Go on dear without you
You took the best
So why not take the rest?
Baby, take all of me

(studio talks, that have been erased in the LP)  

rec date type # discography tk rec time
1944 LR 19 Perfect Complete Collection v.1 17 1'45"

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them
Your good-bye
Left me with eyes that cry
How can I
Go on dear without you
You took the part
That once was my heart
So why not take
All of me?

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them
Your good-bye
Left me with eyes that cry
How can I
Go on dear without you
You took the best
So why not take the rest?
Hey, baby,
Take all of me

rec date type # discography tk rec time
1945 LR 26 Perfect Complete Collection v.1 23 1'56"

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them
Your good-bye
Left me with eyes that cry
How can I
Go on dear without you
You took the part
That once was my heart
So why not take
All of me?

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them
Your good-bye
Left me with eyes that cry
How can I
Go on dear without you
You took the best
So why not take the rest?
Baby, take all of me

 

rec date type # discography tk rec time
1946 LR 32 Complete on Verve v.1 8 1'56"

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them
Your good-bye
Left me with eyes that cry
How can I
Go on dear without you
You took the part
That once was my heart
So why not take
All of me?

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them
Your good-bye
Left me with eyes that cry
How can I
Go on dear without you
You took the best
So why not take the rest?
Hey, baby
Take all of me

 

rec date type # discography tk rec time
1949 LR 67 Perfect Complete Collection v.3 20 3'49"

(TV program intro)

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them
Your good-bye
Left me with eyes that cry
How can I
Go on dear without you
You took the part
That once was my heart
So why not take
All of me?

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them
Your good-bye
Left me with eyes that cry
How can I
Go on dear without you
You took the best
So why not take the rest?
Hey, baby
Take all of me

(compliments by Art Ford)

 

rec date type # discography tk rec time
1951 LR 90 Perfect Complete Collection v.4 22 1'41"

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them
Your good-bye
Left me with eyes that cry
How can I
Go on dear without you
You took the part
That once was my heart
So why not take
All of me?

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them
Your good-bye
Left me with eyes that cry
How can I
Go on dear without you
You took the best
So why not take the rest?
Hey, baby
Take all of me

 

rec date type # discography tk rec time
1954 LR 111 Perfect Complete Collection v.7 2 1'41"

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them
Your good-bye
Left me with eyes that cry
How can I
Go on dear without you
You took the part
That once was my heart
So why not take
All of me?

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them
Your good-bye
Left me with eyes that cry
How can I
Go on dear without you
You took the best
So why not take the rest?
Hey, baby
Take all of me

(applauses)

 

rec date type # discography tk rec time
1954 LR 119 Complete on Verve v.2 17 1'43"

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them
Your good-bye
Left me with eyes that cry
How can I
Go on dear without you
You took the part
That once was my heart
So why not take
All of me?

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them
Your good-bye
Left me with eyes that cry
How can I
Go on dear without you
You took the best
So why not take the rest?
Hey, baby
Take all of me

rec date type # discography tk rec time
1954 LR 133 Perfect Complete Collection v.7 15 1'53"

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them
Your good-bye
Left me with eyes that cry
How can I
Go on dear without you
You took the part
That once was my heart
So why not take
All of me?

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them
Your good-bye
Left me with eyes that cry
How can I
Go on dear without you
You took the best
So why not take the rest?
Hey, baby
Take all of me

 

rec date type # discography tk rec time
1954 LR 135 Perfect Complete Collection v.7 17 1'48"

(introduction)

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them
Your good-bye
Left me with eyes that cry
How can I
Go on dear without you
You took the part
That once was my heart
So why not take
All of me?

All of me
Why not take all of me
Can't you see
I'm no good without you
Take my lips
I want to loose them
Take my arms
I'll never use them
Your good-bye
Left me with eyes that cry
How can I
Go on dear without you
You took the best
Take the rest
Hey, baby
Take all of me

Comments

(MT 147) All Of Me: This third take is generally considered an AT. However, it came out with 3’48", too long for a 78rpm at the time. It was edited years later in a Columbia LP, 1940 The Singers. That's why I opened an exception to consider a master take. Here, Lester plays two solos, alternating with Eddie Heywood (see studio songs).

First sung by Belle Baker

© 2008 Billie Holiday Songs

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