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