The Way You Look Tonight
Peggy Lee with Benny Goodman and His Sextet 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

The Way You Look Tonight by Peggy Lee with Benny Goodman and His Sextet is a love song that speaks to the idea that no matter what happens in life, even when we are at our lowest, just the thought of someone we love can give us a feeling of warmth and happiness. The opening lines of the song, "Someday when I'm awfully low, when the world is cold, I will feel a glow, just thinking of you," set the tone for the rest of the song, which is a heartfelt declaration of love and appreciation for the way the singer's loved one looks and makes them feel. The way the person looks is described as "lovely," with a "smile so warm" and "cheeks so soft," while the tenderness in their words and actions "tears [the singer's] fear apart" and touches their "foolish heart." The singer ends the song with a plea to their love to never change, to keep that "breathless charm," because the way they look and make the singer feel is perfect just the way it is.


The lyrics of The Way You Look Tonight describe a timeless and universal feeling that anyone who has been in love can relate to. The theme of finding light and warmth even in times of darkness and coldness is something that can be appreciated by anyone going through a tough time. The song was famously covered by Frank Sinatra in 1964 and won an Academy Award for Best Original Song when it was featured in the 1936 film Swing Time starring Fred Astaire and Ginger Rogers. The song has been covered by countless artists and remains a classic love song.


Line by Line Meaning

Someday when I'm awfully low
At some point in my life when I am feeling incredibly down and despondent


When the world is cold
During a time when it seems like everyone and everything around me is cold and unfeeling


I will feel a glow
I will experience a bright, warm feeling that fills me with happiness


Just thinking of you
By simply imagining you


And the way you look tonight
And particularly the way that you look in this very moment


Oh, but you're lovely
Oh, but you are so incredibly beautiful


With your smile so warm
Your smile is radiant and makes me feel so warm inside


And your cheeks so soft
And your cheeks are so soft to the touch


There is nothing for me
There is nothing I can do


But to love you
But to love you passionately and deeply


Just the way you look tonight
For who and how you are right now, in this very moment


With each word
With every single thing that you say


Your tenderness grows
Your compassion and kindness towards me continues to flourish


Tearing my fear apart
Breaking down all of the fear and anxiety that I may feel


And that laugh
And that laughter that comes so easily from you


That wrinkles your nose
That scrunches up your nose and makes you look even more adorable


Touches my foolish heart
Reaches deep within my silly heart that is completely under your spell


Lovely, never never change
Beautiful and perfect just the way you are, please never, ever change


Keep that breathless charm
Continue to captivate me with your enchanting and captivating aura


Won't you please arrange it
Please keep it all as it is, just for me


Cause I love you
Because I adore and cherish you with every ounce of my being


Just the way you look tonight
Precisely for who and how you are appearing in front of me in this very moment




Lyrics © SHAPIRO BERNSTEIN & CO. INC., Universal Music Publishing Group
Written by: TADD DAMERON

Lyrics Licensed & Provided by LyricFind
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Comments from YouTube:

@garyk.nedrow8302

This song was introduced by Fred Astaire in the 1936 film, "Swing Time" and was a major hit. This version by Goodman and Lee in 1942 is more romantic and features Lee's pure vocals (no tremolos, no affectations). It sounds deceptively simple until you try to duplicate Lee's phrasing and breath control. Here the orchestra plays too softly to cover any mistakes, and Lee hits every note in perfect time. Note her crisp articulation; that was typical of all Big Band singers. Lee is better known for her later jazz classics, such as "Fever," "I'm a Woman," and "Black Coffee," but in the Big Band era, lead singers had to be able to sing in a range of styles, which she could. She was one of the best. In her youth, she sang lovely ballads like this one as well as anyone.

@musicola7371

This is a recording with the Benny Goodman Sextet, not with the big band orchestra.

@duvawn1

There is a story that she tried singing this at a new york night club, but no one listened to her! So she started singing louder, but that was no good. The audience just talked right over her. Then a friend gave her some advice, sing very softly. Soon enough the whole club quieted down just to hear what she was singing. What a beautiful voice.

@zeekfromthecreek

Maybe that's how she got the reputation of not having a particularly loud voice.

@fifermcgee5971

She's an American treasure.

@celestialgz

I was looking everywhere to find out who was the lovely voice singing in this song (on the benny goodman sextet album ) but I'm so glad that I did now and especially reading this story as well. I also have a quiet and soft voice and enjoy singing but I'm not very good at it and have only sung to myself. I'm way too shy to sing to anyone but hearing this story is resonating with me somehow. sing for you and carry your own voice the way it was meant to rather than try to please everyone in the room

@littledrummerboy28

Absolutely stunning performance, Peggy; with the celeste tinkling in the background it has a very hauntingly music box sound, RIP Peg.

@GrandmaGazella

A singer's singer!

@markspeer7868

And while this is certainly one of Peggy's top recordings (in my book anyway) beautifully showcasing her phrasing and ability to create an intimate feeling with the listener, let's not forget the great composer and lyricist Jerome Kern and Dorothy Fields. And while I am at it, thanks to whomever at Columbia did the wonderful arrangement!

@Blade-Thing

And they say our generation's music is dark. This is beautiful!

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