10 Reasons Why Dionne Warwick’s ‘Walk on By’ Is One of the Greatest Songs of All Time

It’s difficult — and probably somewhat foolish — to try to choose one composition as the definitive work from the long and prolific hitmaking career of pop maestro Burt Bacharach, who died this week (Feb. 9) at age 94. Along with lyricist and longtime songwriting/production partner Hal David, Bacharach penned dozens of the biggest hits from the early ’60s right through the early MTV era, spanning doo-w** to new wave, with five Hot 100 No. 1s to their credit — no two by the same artist, but all bearing the duo’s unmistakable thumbprints.

But Bacharach and David’s longest-lasting and most essential artist collaboration was undoubtedly with pop icon Dionne Warwick, with whom the duo scored a career’s worth of exquisite chart hits over the course of the ’60s (and one ’80s No. 1, with her star-studded version of their “That’s What Friends Are For,” credited to Dionne & Friends). Even within the Bacharach/David/Warwick trio’s resume together, it’s difficult to choose just one signature song, as “Anyone Who Had a Heart,” “A House Is Not a Home,” “I Just Don’t Know What to Do With Myself,” “Do You Know the Way to San Jose” and “I Say a Little Prayer” have all proven enduring classics in their own right.

Still, there’s something singular about “Walk on By,” the 1964 Billboard Hot 100 No. 6 hit that has since become a regular finisher in Greatest Song of All Time polls. No work better demonstrates Bacharach and David’s peerless ability to blend the delicate with the overpowering, to capture the sound of a bursting heart in the split second before it shatters into a million pieces, and to do so with timeless textbook songcraft that nonetheless never fails to delight and surprise. And no song better demonstrates why Warwick was their ideal conduit, a vocalist who could find the strength and stateliness in fragility better than any pop star before or since.

Here are 10 reasons why nearly 60 years later, the heartbreak not-quite-ballad remains unquestionably one of the best and most devastating pop songs ever written.

1. The one-chord intro. It’s not a long instrumental intro to “Walk on By” — just two measures — but it all clips along on the same uneasy A minor chord, not shifting even once Warwick’s vocal begins. You have to get about 10 seconds and two lines into the song (“If you see me walking down the street, and I start to cry…”) in before it changes to a D chord, finally breaking the tension. It’s a subtle and inspired way to start a pop song off on anxious, almost unstable footing — particularly one about such emotional turmoil — while shifting to a more comforting structure right before things start to get too unbearable.

2. The early title arrival. We’ve barely even started to acclimate to the melodic and rhythmic pattern of Warwick’s first verse before she cuts it off entirely at the end of the second lyric. All of a sudden, her voice — which had been getting increasingly lower and more tremulous to that point, basically tumbling down the octave — jumps up to an airy, resolute mid-range command: “Walk onnnn byyyyy….” Everything about it is unexpected, from the change in melody to the change in tone, but no part moreso than the title phrase showing up at what seems like it should still be the middle of the first verse, completely changing where we thought the song was going. The moment is stunning and disarming, sounding as if Warwick caught herself off-guard with her own ability to suddenly pull her emotions together, and leaving you jelly in Bacharach and David’s hands for the rest of the song.

3. The horn punctuation. Warwick’s delivery of the title phrase is arresting on its own, but what ensures that it’s totally unforgettable is the staccato, six-note muted trumpet riff that follows it, courtesy of players Irwin Markowitz and Ernie Royal. That little instrumental response is everything you need to properly punctuate the moment: It’s melancholy, it’s weary, but it’s just sanguine enough that it doesn’t feel totally broken. It’s also probably the biggest hook to be found in “Walk on By,” a song that doesn’t go out of its way to be any catchier than it really needs to be, comfortable to be more of a heartbreaker than a brain-sticker.

4. The chorus delivery. Dionne Warwick occupies a space in pop history that’s entirely her own, particularly among the teen idols and soul belters of the early ’60s. Warwick was neither; she lacked the might and rawness of the blues- or gospel-reared powerhouses of the time, but also clearly had greater substance and character to her delivery than the girl groups generally delivered. Listening to her gently plead “Make believe/ That you don’t see the tears/ Just let me grieve” in her signature high-pitched, unwavering lilt, you don’t doubt that she’s been through some real grown-up s–t when it comes to love, but you also have confidence that she’s self-possessed enough to figure out a way to pull herself through it. And really, “Walk on By” is the sound and story of her doing just that..

5. The piano switch. The melodic and structural shifts are constant throughout “Walk on By,” but the end of her first chorus — as Warwick sings “‘Cause each time I see you, I break down and cry” — the final word “cry” serves as a trigger for the song’s most dramatic switch-up: The lightly brushed drums, quietly chirping guitars and sympathetic strings that have been carrying the song to that point drop out entirely, replaced by a dramatic syncopated piano riff that pounds like a headache and chills like a revelation. Like most of their signature songs, “Walk on By” is more soft breeze than scary thunderstorm, but Bacharach and David could certainly bring the rains too, and they show it here at just the right moment to freeze you in your tracks here.

6. “DON’T…. STOP….!” A piece of backing-vocalist perfection, as Warwick’s supporting cast reinforce her latest (and most overwrought thusfar) “walk onnnn byyyyy” cries with harmonized chants of “DON’T…. STOP….!” The clipped vocals slot in perfectly between the piano chords — with the pause in between words making it sound like it’s taking them everything they have just to get out each one — and offer the more visceral and stripped-down subconscious version of what Warwick’s lead vocal is already saying.

7. “I just can’t get over losing you/ So if I seem broken and blue…” A quick moment to shout out Hal David, often the less-heralded (and certainly the less-visible) of the songwriting pair, for his estimable lyrical contributions here. David doesn’t get a lot of room to spread out in “Walk on By”: Each of his verses are hemmed into just two lines, so he’s got to convey entire stories of hurt in about a dozen words at a time. Here, he does it with peerless efficiency, capturing a feeling (and summarizing a narrative) in seven seconds that it would take Chicago four minutes to properly work through about 35 years later. (David died at age 91 in 2012.)

8. The string breakdown. For the song’s musical climax, Warwick lets the strings take over, as they sweep through the song’s breakdown section like the sound of her heart overtaking her head, pumping panic through her nervous system. It’s impressively dramatic stuff, but the best part might be the section’s ending, as the strings subtly decrescendo and fade into the background, just in time for Warwick’s next round of stately “walk onnnn byyyyy“s. It’s Warwick regaining her composure one last time — the song’s almost over, dammit, and she’s not gonna totally lose control of it this close to the end.

9. The double-time ending. Perhaps seeing the finish line in the distance, Warwick hurries it up in the song’s final half-minute, her once-patient and resolved “walk onnnn byyyyy” replaced by a suddenly harried “NOWYOUREALLYGOTTAGOSOWALKONBY” insistence, as the drums pick up the pace behind her. You can hear her realize in real time that she can only hold up her surface facade so much longer, and she’s gotta get this guy out of frame ASAP so she can fall apart on her own in peace. It’s the final stroke of genius in an absolute three-way masterclass of musical storytelling.

10. The Isaac Hayes cover. It’s certainly not the only notable non-Warwick version of “Walk on By” — but you could count on one hand the number of rock-era covers of songs as beloved and revered as Warwick’s original that could still make as real a claim to being the definitive version as Hayes’ rendition. A twelve-minute soul symphony whose radio edit still runs a robust 4:34, Hayes’ “Walk” wasn’t the Hot 100 hit that Warwick’s was, peaking at No. 30 in 1969, but it’s just as spellbinding in its cinematic, electrifying sweep as Warwick’s was in its brittle elegance — and its impact has been just as wide-ranging, from classic movie appearances to countless hip-hop and soul samples.

And that’s a testament not just to the brilliance of Warwick and Hayes as artists and performers, but the sturdiness of Bacharach and David’s craft as composers. As a pop song, “Walk on By” is the kind of universal, core-level text that proves as re-adaptable as a legendary playwright’s finest work, capable of being reinterpreted and updated through genres and eras and always still working on some level. Sometimes, all it really takes for a work like that is a three-word hook and a six-note riff that show up at the exact right time, and then keep on walking.