Someday . . . when I'm awfully low

when the world is cold

I will feel a glow just thinking of you

and the way you look tonight!



Oh . . . but you're lovely

with your smile so warm and your cheeks so soft

there is nothing for me but to love you

just the way you look tonight!



With each word your tenderness grows

tearing my fear apart

and that laugh that wrinkles your nose

touches my foolish heart!



Lovely . . . never, never change

keep that breathless charm

won't you please arrange it

'cause I love you

just the way you look tonight!



. . . just the way you look

tonight!



Music by Jerome Kern

with lyrics Dorothy Fields