TIFF 2021: Dionne Warwick: Don’t Make Me Over Review

Dionne Warwick has the voice of an angel and the personality of your favourite auntie after three shots of gin. She’s an artist who never holds back; not on stage, not in interviews, and certainly not on Twitter. So who better to profile in a retrospective than this talented and glamorous musical queen?

Directors Dave Wooley and David Heilbroner’s biographical documentary Dionne Warwick: Don’t Make Me Over takes viewers through the pop and R&B star’s illustrious career. Most importantly, the film honours Warwick as a pioneer who ploughed through racial and cultural barriers to set a new precedent for black excellence.

Don’t Make Me Over is as by-the-numbers as documentaries get. What elevates it above similar docs is its dazzling star and its soul-rocking archival material. Warwick features prominently throughout the doc, speaking directly to the camera and talking us through clips. If you’ve never experienced a Warwick interview, let me tell you, it’s a sight to behold. Warwick always calls it as she sees it, but her harsh words come from a place of love. Auntie Dionne just wants to see people strive to be better.

Wooley and Heilbroner wrangled an all-star cast of interview subjects, including former President Bill Clinton. The film features legendary musicians (Stevie Wonder, Gladys Knight, Elton John), industry moguls (Clive Davis, Berry Gordy), and artists influenced by Warwick’s career (Alicia Keys, Snoop Dogg). You couldn’t ask for a better collection of interviewees. They’re long-time entertainment industry pros who spent their careers giving interviews, so they know how to play to the camera.



One standout segment has Snoop Dogg talking about Warwick’s feelings on gangsta rap. Back in the ‘90s, Warwick disapproved of how the genre disrespected women, believing it sets an awful example for kids. So Warwick invited a group of rappers (including Snoop) to a 7AM summit at her home, where she dared them to speak to her like the women on their records. Yikes!

The film does an excellent job contextualizing the challenges Warwick faced breaking into the industry. The thought of mainstream success wasn’t even on the table for a black woman born in 1940. Warwick, who started out touring the Chitlin’ Circuit, recounts the brutality of the Jim Crow south, sharing stories of being shot at, forced out of towns, and hounded by cops.

Entertaining crowds of knuckle draggers put the singer in dangerous spots, and her defiant attitude didn’t make life any easier. Sam Cooke pulled Warwick aside before performing in a segregated room that was literally split down the middle. He warned her never to turn her back on the white audience. Instead, Warwick stepped on stage, turned her back to the white folks and performed for the people who looked like her.

Countless black artists got their start in that era, but couldn’t break into the mainstream. Warwick had the perfect combination of talent, drive, and confidence to thrive, even as white America stifled black voices. Warwick’s first European album even featured a blonde-haired white woman on the cover. Despite the bait and switch, Warwick still toured Europe and wowed those misinformed fans. Her talent was undeniable.


Warwick is the definition of a trailblazing artist. She forged a pathway to mainstream success for the next generation of black artists. The film dives into how the star’s crossover appeal earned her flack in the black community. African Americans accused her of not being black enough, even as she took crap from racists fighting to suppress black culture.


My favourite part of any musical doc is the moment I catch an artist cooking up new music. There’s something magical about seeing a musician toiling away and then stumbling into something great. Don’t Make Me Over captures one such instance between Warwick and frequent collaborator Burt Bacharach, two hall of fame talents at the top of their game. You’re witnessing pop music’s version of Jordan soaring through the air for a thunderous dunk. Even if you’ve witnessed this process a thousand times in a thousand docs, it’s never felt this soulful and elegant. This all-too-brief sequence alone is worth the price of admission.

Speaking of magic moments… If I’m watching a Dionne Warwick movie, I don’t want the directors overthinking it. At some point they need to step out of the kitchen to let the chef cook. In this case, let the goddess sing. Don’t Make Me Over features a handful of moments when the narrative stops so you can sit back and watch Auntie Dionne do her thing. Watching her perform, I realized how badly we need a pristinely remastered Dionne Warwick concert movie. Something similar to Alan Elliott and Sydney Pollack’s 2018 Aretha Franklin concert film Amazing Grace. For now, I’ll settle for Don’t Make Me Over’s handful of glorious snippets.

The directors don’t gloss over Warwick’s career low points. The film briefly touches on the singer’s late-career financial woes and her time as the face of the Psychic Friends Network. Ending the story on a high note, Don’t Make Me Over pivots to Warwick’s activism, specifically her generous contributions to the American Foundation for AIDS Research.


Heilbroner and Wooley pack their film with everything you want from a musical documentary: fantastic music, a one-of-a-kind star, and deep-cut stories from family and friends. It’s an inspiring tale of overcoming the odds, filled with beautiful music and prudent life lessons along the way. Dionne Warwick: Don’t Make Me Over is a joyful celebration of a generational artist’s life and career and one hell of a reason to go to the movies.

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