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
Tearing my fears apart
And that laugh, how it wrinkles your nose
It 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?

With each word your tenderness grows
Tearing my fears apart
And that laugh, baby, it wrinkles your nose
It touches my foolish heart

Lovely, don't you ever change
And 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