Alan Bergman would recall that after Michel Legrand had written eight melodies which were somehow not viable for the film, Marilyn Bergman suggested the opening line "What are you doing the rest of your life?", and Legrand then completed the song's melody based on that phrase. Marilyn Bergman would later comment on the double meaning of the phrase "What are you doing the rest of your life?" within its parent film: as the romantic theme song's title the question overtly references the marriage proposal Mary Spencer received and accepted sixteen years earlier but, as Mary's present-day angst becomes apparent, "What are you doing the rest of your life?" is recast as a question Mary must ask herself.
Cover Versions
"What Are You Doing the Rest of Your Life?" was sung in The Happy Ending by Michael Dees whose version was included on the film's soundtrack album.
The first evident "outside" cover was by Barbra Streisand who recorded the song on 24 September 1969 in the first session for her intended album The Singer, with the track having a single release 26 October 1969. After two later sessions - in respectively March and April 1970 - Streisand had recorded a total of eight tracks toward The Singer, only to have Clive Davis shelve the project in favor of an album which was soft rock rather than easy listening, with Streisand cutting the first tracks for what would be her 1971 album release Stoney End on 29 July 1970. "What Are You Doing the Rest of Your Life?" was utilized as the B-side of Streisand's #1 hit "The Way We Were" released in 1973, and was included on the 1974 album release The Way We Were.
Although the Streisand version drew no evident attention in its original single release, "What Are You Doing the Rest of Your Life?" did reach the Easy Listening Top 40 ranking in Billboard - with a #40 peak - via a January 1970 recording by veteran vocalist Jaye P. Morgan, whose version served as the title cut for her first album release in eight years.
Also in 1970 "What Are You Doing the Rest of Your Life?" was recorded by Della Reese for her album Right Now: the 9 November 1997 broadcast of the CBS series Touched by an Angel featured Reese's character; the angel Tess, singing the song in the guise of a supperclub singer..
"What Are Doing the Rest of Your Life?" was also recorded by Dusty Springfield in 1970, in the July sessions at Trident Studios for her See All Her Faces album, but despite Springfield having had a Top 40 hit with the Bergman's first Oscar-winning composition "The Windmills of Your Mind" her version of "What Are You Doing the Rest of Your Life?" was cut from her upcoming album without being mixed, remaining "in the can" until 1994 when Philips Records put together the four volume box set Dusty: The Legend Of Dusty Springfield with a completed recording of "What Are You Doing the Rest of Your Life?" being included on the disc devoted to "Rarities". In 2006 Springfield's version of "What Are You Doing the Rest of Your Life?" was featured in a 60-second commercial for diamonds - sponsored by the Diamond Trading Company - which aired on American television, in cinemas and online.
There is also a song called "What Are You Doin' the Rest of Your Life?" in the 1944 film Hollywood Canteen'', performed by Jack Carson and Jane Wyman with the Jimmy Dorsey Orchestra.
