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

A-just the way you look tonight

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