About The Song
“All of Me” is a song performed by Willie Nelson, released in 1978 as part of his album Stardust on Columbia Records. Written by Gerald Marks and Seymour Simons in 1931, the song was first a hit for Paul Whiteman, reaching No. 1 on the Billboard charts that year. Nelson’s version, a soulful country take, peaked at No. 3 on the Billboard Hot Country Singles chart on October 14, 1978, and charted for 15 weeks. It also reached No. 49 on the Billboard Hot 100 and No. 19 on the Adult Contemporary chart. The 3:54 track expresses devotion with lyrics like: “All of me, why not take all of me / Can’t you see I’m no good without you.”
Nelson recorded the song in 1977 at Pedernales Recording Studio in Austin, Texas, produced by Booker T. Jones. The session featured The Family band, with Mickey Raphael on harmonica, Jody Payne on guitar, and Bobbie Nelson on piano, alongside a string section arranged by Jones. The arrangement slows the original jazz standard into a heartfelt country ballad, highlighted by Raphael’s harmonica and a gentle string backdrop. Stardust, a collection of pop standards, reached No. 1 on the Billboard Top Country Albums chart and sold over 5 million copies by 1984, earning a five-times platinum certification from the RIAA. The album was recorded over two weeks with a casual approach.
Nelson selected “All of Me” for Stardust to showcase his ability to reinterpret classic songs, following the success of “Blue Skies” from the same album. The track was recorded early in the sessions, with Nelson drawing on its emotional depth to complement the album’s theme of timeless love songs. In a 1978 interview with Rolling Stone, Nelson said: “I wanted to sing ‘All of Me’ like it was a country tune my grandpa might’ve hummed.” The song was released as the album’s third single in September 1978, contributing to Stardust’s long chart run of over 10 years on the Billboard Top Country Albums chart.
The song has a history of covers, starting with Billie Holiday’s 1941 version and Frank Sinatra’s 1946 recording, both achieving chart success. Nelson’s take inspired later renditions, including a 1984 duet with Leon Russell on One for the Road and a 1990 version by Linda Ronstadt on Cry Like a Rainstorm, Howl Like the Wind, per SecondHandSongs. A live performance from a 1979 Austin City Limits episode was released on the 2006 album Live at Austin City Limits. The song appeared in the 1980 film Honeysuckle Rose, where Nelson performed it on-screen, and in a 2016 episode of American Horror Story, used in a vintage dance scene.
Nelson included “All of Me” in his live sets, notably at the 1978 Fourth of July Picnic in Dripping Springs, Texas, where he played it with a full band. A 1998 duet with Ray Charles was recorded for the album Ray Charles and Friends, released in 2005. The song was performed at Farm Aid 1987, Nelson’s benefit concert for farmers, and featured in a 2019 tribute concert, Willie Nelson & Friends: Outlaw Country Classics, aired on PBS. Its popularity helped cement Stardust as one of Nelson’s most successful albums, influencing his later projects blending genres.
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Lyric
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 lose them
Take my arms, I’ll never use themYour goodbye 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 meAll of me, why not take all of me
Can’t you see I’m no good without you
Take my lips, I want to lose them
Take my arms, I’ll never use themYour goodbye 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