Just The Way You Look Tonight
Words & Music by Dorothy Fields & Jerome Kern, in Swingtime, 1936
Oscar winner, 1936; #2 on the Hit Parade
Recorded by The Lettermen, 1961 (#13)

D     Bm   Em7             A7
Some day, when I'm awfully low,

F#m                Bm7
When the world is cold,

G      G/F#    Em        A7      D  Bm7
I will feel a glow just thinking of you...

Em7     G/B     A7      D     Bb9   Em7    A7
And the way you look tonight.


A7+5   D   Bm  Em7                A7
You're lovely, with your smile so warm

F#m                Bm7
And your cheeks so soft,

 G       G/F#    Em     A7     D    Bm7
There is nothing for me but to love you,

Em7     G/B      A7      D    Gdim   D
And the way you look tonight.


Bridge:

DM7       D6        Em7         A7
With each word your tenderness grows,

DM7        D6     G    -   A7
Tearing my fear apart;

DM7       D6        Em7            A7
And that laugh that wrinkles your nose,

Bm         Bm7      F#7
Touches my foolish heart.


A7+5   D   Bm    Em7             A7
You're lovely -- never,  never change.

F#m                   Bm7
Keep that breathless charm.

 G         G/F#     Em        A7      D     Bm7
Won't you please arrange it? 'Cause I love you

Em7      G/B     A7       D     Bb9   Em7
Just the way you look tonight.


Coda:

    Edim    Gdim     D     Bb9    Em7    Edim     D6
The way you look tonight