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 cheeks so soft
And your smile so warm
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