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 smiles
So warm and your cheek 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...