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 smile so warm

And your cheeks 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, Don't you ever change

Keep that breathless charm

Won't you please arrange it

Cause I love you

Just the way you look tonight

Lovely, Don't you ever 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

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 smile so warm

And your cheeks 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, Don't you ever change

Keep that breathless charm

Won't you please arrange it

Cause I love you

Just the way you look tonight

Lovely, Don't you ever 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