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 your 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, never never change
keep that breathless charm
won't you please arrange it
because i, i love you
just the way you look tonight