Some day, 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 



Yes, you're lovely, with your smile so warm 

And your cheeks so soft 

There is nothing for me but to love you 

And the way you look tonight 



With each word your tenderness grows 

Tearin' my fear apart 

And that laugh..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 



[instrumental] 



And that laugh that wrinkles your nose 

It touches my foolish heart 



Lovely ... Don't you ever change 

Keep that breathless charm 

Won't you please arrange it ? 'cause I love you 

a-just the way you look tonight 



Mm, Mm Mm, Mm, 

Just the way you look tonight