“When I’m alone… with only dreams of you… that won’t come true… What’ll I do?”
In the final moments of Shelley Long’s last regular episode of Cheers, an elderly Sam and Diane waltz gently together in their living room to a beautiful piece of piano music as the lights fade on a future that will never be. That would have been the first time I heard “What’ll I Do?,” minus the lyrics. I was probably 13 or 14 years old.
I would hum those bars every now and then for years after, with no clue of the song’s name, until I happened to hear Nat King Cole singing it over the sound system at Amoeba Music, the warehouse-sized music store in Hollywood, about twenty years after that episode of Cheers first aired. The clerk gave me the title, and in the rapid research that followed, I learned that “What’ll I Do?” has had a healthy history of recording since first introduced by composer Irving Berlin in the early 1920s.
Aside from Cole… Lena Horne, Bing Crosby, Perry Como, Willie Nelson, Judy Garland, Crystal Gayle, Julie London, Burl Ives, even Cher and Olivia Newton-John have taken a stroll with this lovely, somber torch number.
Frank Sinatra recorded it twice: the first time was in 1947, and the second version, superior to my ears, was in 1962 for his Gordon Jenkins-produced album of waltzes entitled All Alone. It is a stand out track on a stand out album filled with songs of pensive longing, arranged in 3/4 time.
As for that episode of Cheers, some mystery issue of song clearances has erased that memorable version of “What’ll I Do?” from the episode as it now airs in syndication and reruns. In its place, a generic rights-free track that could just as easily fit into a commercial for funeral homes or in the waiting room of the dentist. Even in the embedded video above, the character voice-overs have been added, perhaps by an overly-eager fan. If you can get yourselves an early DVD release of Cheers, Season 5, it’s probably still there, in its original undisturbed state, wondering what it’ll do when it’s feeling blue, and there’s no one around to know.
Take a listen below.sinatra_whatll_i_do.mp3