The Way You Look Tonight
Billie Holiday/Duke Ellington & His Orchestra Lyrics


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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, never never change

Keep that breathless charm
Won't you please arrange it




Cause I love you
Just the way you look tonight

Overall Meaning

In Billie Holiday's song "The Way You Look Tonight," the artist paints a picture of finding solace in her beloved's memory, even when she's feeling down. The opening lines, "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," allude to the idea that memories of her lover's image will warm her heart in times of gloom. The way the person looks is just as important as the way they make her feel.


Holiday's admiration for her lover is palpable in lines like "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." Though this song is often played as a romantic love song, it's possible to interpret the affection as non-romantic as well, perhaps a memory of a dear friend, parent, or sibling. With each word, the tenderness of the relationship grows, lifting the singer out of a place of fear and into a state of affection.


Overall, "The Way You Look Tonight" is a song about treasuring the moments of warmth and comfort we experience with the people we love, even if they're just memories. It's a song about finding joy in the face of sadness, about cherishing the good things in life even when everything else feels cold and bleak.


Line by Line Meaning

Someday when I'm awfully low
On a future day when I feel depressed


When the world is cold
When life feels bleak and dreary


I will feel a glow
I will experience a warm feeling


Just thinking of you
Merely remembering you


And the way you look tonight
And picturing your appearance at this moment


Oh, but you're lovely
Oh, but you're beautiful and charming


With your smile so warm
With your friendly and inviting smile


And your cheeks so soft
With your supple and gentle cheeks


There is nothing for me
I have no alternative


But to love you
Except to feel affection for you


Just the way you look tonight
With the beauty you possess at this moment


With each word
With every utterance


Your tenderness grows
Your affectionate and caring behavior increases


Tearing my fear apart
Destroying my anxieties and worries


And that laugh
And that pleasant, carefree sound you produce


That wrinkles your nose
That makes your nose crinkle and your face light up


Touches my foolish heart
Affects my silly and unwise emotions


Lovely, never never change
Beautiful and likable, never altering


Keep that breathless charm
Maintain that captivating allure


Won't you please arrange it
Could you please manage it


Cause I love you
Because I have affection for you


Just the way you look tonight
With the beauty you possess at this moment




Lyrics © RESERVOIR MEDIA MANAGEMENT INC, Warner Chappell Music, Inc.
Written by: Dorothy Fields, Jerome Kern

Lyrics Licensed & Provided by LyricFind
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