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

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