Don't Look At Me That Way
Sarah Vaughan Lyrics


Jump to: Overall Meaning ↴  Line by Line Meaning ↴

Oh, I'm so mad about a lad
It's too deep to express
And when he tries to use his eyes
They have instant success

So full of passion these pupils are
That girls forget what their scruples are
So when he turns them on me
I murmur tenderly

I think you're great; I think you're grand
And I don't mind if you hold my hand
But don't look at me that way

Your kisses, too, are heavenly
And, oh, so full of variety
But don't look at me that way

When you tell me sweetly you're mine completely
I always give a long cheer
But those sudden flashes behind your lashes
Are nobody's business, dear

Since you began to play your role
I've lost my heart and I've lost my soul
But as for losing my self-control
Don't look at me that way

I just adore your loving arms
In fact they're two of your greatest charms
But don't look at me that way

I'm very mild, I'm very meek
My will is strong, but my wont is weak
So don't look at me that way

When that strange expression of indiscretion
Begins to show in your stare
There's a hocus-pocus about your focus
That gives me a terrible scare

I feel a thrill when you arrive
And while you're near, I simply thrive




But if you want to get home alive
Don't look at me that way

Overall Meaning

In Sarah Vaughan's song "Don't Look at Me That Way," the singer expresses her intense feelings for a man, but also her fear of his powerful gaze. She sings about how his eyes have an instant impact on her, effectively making her forget her moral code. She likes him a lot, but she also knows that his intense gaze can be overwhelming and can make her lose her self-control.


The singer warns the man not to look at her that way. Even though she admits to enjoying his affection and the variety of his kisses, she is fearful of losing her own identity and becoming consumed by his gaze. She values her own will and wants to maintain control over herself. She is confident in her own mild and meek nature, but knows that his powerful gaze can make even the strongest people weak.


In summary, the song speaks to the intense passion and attraction between two people, but also the warning of the power dynamic that can exist in relationships. The singer is expressing her desire to maintain control over herself and not be consumed by the other person's desires.


Line by Line Meaning

Oh, I'm so mad about a lad
I am very passionate and excited about a boy I am romantically involved with.


It's too deep to express
The intensity of my feelings for him is too difficult to communicate with words alone.


And when he tries to use his eyes
When he gazes at me with a certain look in his eyes,


They have instant success
He is able to captivate me and win my affection with his intense gaze.


So full of passion these pupils are
His eyes are so filled with emotion and desire that they are hard to resist.


That girls forget what their scruples are
Women can find themselves doing things that go against their morals or beliefs when he looks at them this way.


So when he turns them on me
So when he looks at me with those eyes,


I murmur tenderly
I respond softly and sweetly to him.


I think you're great; I think you're grand
I have positive feelings about him and am flattered by his attention.


And I don't mind if you hold my hand
I am comfortable being physically affectionate with him.


But don't look at me that way
I do not like when he looks at me in a certain way that makes me feel uneasy.


Your kisses, too, are heavenly
I enjoy being intimate with him and his kisses are pleasurable.


And, oh, so full of variety
He is creative and exciting with how he expresses his affection towards me.


When you tell me sweetly you're mine completely
When he expresses his commitment and dedication to me,


I always give a long cheer
I am happy and enthusiastic about his declaration of love.


But those sudden flashes behind your lashes
However, when he looks at me in that way that makes me uncomfortable,


Are nobody's business, dear
I do not appreciate what he is doing, and I don't want others to see it either.


Since you began to play your role
Since he has started to behave this way,


I've lost my heart and I've lost my soul
I have become emotionally invested and deeply attached to him.


But as for losing my self-control
However, I still maintain my ability to say no and protect myself.


Don't look at me that way
I do not want him to make me feel uncomfortable or pressure me in any way.


I just adore your loving arms
I enjoy being physically close to him and being held in his embrace.


In fact they're two of your greatest charms
I am attracted to his physical attributes and appreciate being close to him.


But don't look at me that way
I still do not want him to make me feel uncomfortable or pressure me in any way.


I'm very mild, I'm very meek
I am generally soft-spoken and passive in nature.


My will is strong, but my wont is weak
However, I am still able to assert my boundaries and make my own decisions.


So don't look at me that way
I am making it clear that I do not want him to make me do anything that makes me feel uncomfortable or goes against my own values and beliefs.


When that strange expression of indiscretion
When he makes that inappropriate facial expression,


Begins to show in your stare
When his gaze becomes too intense or makes me feel uneasy.


There's a hocus-pocus about your focus
It feels like he is trying to manipulate or trick me into doing something I don't want to do.


That gives me a terrible scare
It makes me feel very afraid and uncomfortable.


I feel a thrill when you arrive
I still have positive feelings towards him and am happy when he is around.


And while you're near, I simply thrive
I feel happy and energized when I am with him.


But if you want to get home alive
However, if he continues to behave in a way that makes me uncomfortable,


Don't look at me that way
I will stand my ground and make it clear that I do not want him to continue.




Lyrics © Warner Chappell Music, Inc.
Written by: COLE PORTER

Lyrics Licensed & Provided by LyricFind
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Paytona Waddy


on Chelsea Bridge

These are NOT the lyrics to Chelsea Bridge. As far as I know there are no lyrics to Chelsea Bridge. The lyrics here are from “A Foggy Day”, lyricist is Ira Gershwin.

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