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