Someday, when I'm awfully low
And 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 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 smile that wrinkles your nose
Touches my foolish heart

Sweetheart, never, never change
Keep that breathless charm
Won't you please arrange it, 'cause I love you
And the way you look tonight

Oh, but you're lovely
With your smile so warm, and your cheek so soft
There is nothing for me but to love you
Just the way you look tonight

Just the way you look tonight