"The Way You Look Tonight": Song History, Commentary, Discography, Performances on Video

"The Way You Look Tonight"

Introduction of the song "The Way You Look Tonight" in Swing Time

Swing Time, directed by George Stevens with a script by Howard Lindsay and Allan Scott is the sixth Astaire-Rogers movie and the first to be have all the songs written by the team of Jerome Kern (music) and Dorothy Fields (lyrics).

The movie is the story of how John "Lucky" Garnett (Fred Astaire), a dancer and gambler, meets and falls in love with Penny Carroll (Ginger Rodgers) a dancing school teacher. Lucky is engaged to the daughter of a wealthy family in his home town in upstate New York, but when he fails to arrive in time for his own wedding, he is informed by his fiance's father that he can't marry his daughter (Betty Furness) until he proves himself a responsible fellow by earning $25,000. Lucky and his sidekick, magician "Pop" Cardetti (Victor Moore), take off for New York City in hopes of finding the money but instead Lucky finds and falls for Penny. The remainder of the movie is a series of comic episodes as Lucky and Penny get together but quickly fall apart until finally, no surprise, everything gets worked out. Most of these episodes provide the opportunity for a song and/or dance -- some of the greatest in the history of film.

"The Way You Look Tonight" is introduced in Swing Time when Lucky (Fred), plays and sings it to Penny (Ginger) in her hotel suite. Penny has been upset with Lucky because she has just discovered him gambling in his room, even though the more or less legitimate reason was to win enough to get a tux for their upcoming audition.

In order to get back in her good graces, he and Pop picket in the hall outside her room -- in comic Thirties fashion -- with placards calling "Penny Carroll unfair to John Garnett." Mabel (Helen Broderick, Penny's sidekick) grants him entry and the two of them attempt to make his amends, but Penny orders him out and returns to the bedroom to wash her hair. Only pretending to leave, Lucky sneaks back and takes a seat at the piano to play and sing "The Way You Look Tonight." Hearing the plaintive song while she is shampooing, Penny relinquishes her last bit of resistance, reenters the room where he is singing and lovingly listens until, at the song's last bar, sees herself in the mirror, hair fully lathered, and, mortified, quickly retreats out of sight. In her horror at her appearance before the man she now loves, she is momentarily oblivious to the ironic words of the song that have just won her over -- that he lovers her "just the way she looks tonight."

Fred Astaire with Ginger Rogers performing
"The Way You Look Tonight" in Swing Time, 1936
(Please complete or pause one
video before starting another.)

The song is reprised at the end of the film, when cast members sing it in counterpoint to another of the movie's major songs, "A Fine Romance," suggesting through the arrangement that the sarcasm of "A Fine Romance" has become a straight forward assessment of their relationship because, Lucky really does love Penny, just the way she looks tonight.

For "The Way You Look Tonight" Kern and Fields received the Academy Award for Best Original Song of 1936. It was the first time a woman songwriter had won and the only one Fields ever received; while for Kern it was the first of two, the second being "The Last Time I Saw Paris" in 1941, which he wrote with Oscar Hammerstein II.

ED.'s note: Interestingly both Kern and Hammerstein objected to their winning the prize because they had not written the song specifically for the movie Lady Be Good in which it eventually appeared. Both songwriters petitioned the Academy to change its rules requiring that a winning song be written for the film in which it appeared and won the Oscar. Because of their protests, the rule was changed -- but not retroactively. Hammerstein was so upset at the unfairness of his award that he wrote to fellow lyricist Johnny Mercer, whose song "Blues in the Night" had been nominated that year, saying, "You were robbed."

1) Flying Down to Rio (1933); 2) The Gay Divorcee (1934); 3) Roberta (1935); 4) Top Hat (1935); 5) Follow the Fleet (1936); 6) Swing time (1936); 7) Shall We Dance (1937); (8) Carefree (1938); (9) The Story of Vernon and Irene Castle (1939); 10) The Barkleys of Broadway (1949).

Fields biographer Deborah Grace Winer quotes her subject on the qualities a good title should have: "'It has to be catchy and if possible contain some exiting new combination of familiar words used in a declarative sentence." Winer goes on to comment, "In fact, Fields titles generally do tend toward plain or slangy declarative statements (or fragments), rather than the poetically abstracted: 'I'm in the Mood for Love,' 'You Couldn't be Cuter,' 'If My Friends Could See Me Now,' 'Nobody Does It like Me.' The Hammerstein-Kern ballad was 'All the Things You Are'; the Fields-Kern ballad was specifically concerned with 'The Way You Look Tonight'" (Winer, p. 48).

Later in the biography, Winer adds to the contrast between the styles of Kern and Fields when she comments that despite the plain spoken title of "The Way You Look Tonight," the song's tune is a "lyrical, quintessentially Kern melody, with . . . fluid momentum and feel not unlike 'Smoke Gets in Your Eyes.'" Winer adds with regard to "The Way You Look Tonight" that it "is as romantic a ballad as they come, but unlike Otto Harback's lyric for 'Smoke Gets in Your Eyes' . . . which is filled with elevated language like 'So I chaffed them, and I gaily laughed,' the Fields lyric is . . . restrained and matter of fact"; and more generally, Winer concludes, "The Swing Time lyrics reject starry-eyed romanticism for smart, urbane, sarcasm tinged expressions." (Winer, p. 99, 102, 103).

Kern's biographer Gerald Bordman sees Kern's songs for Swing Time as parallel to his Princess Theater songs of two decades earlier in the sense that those songs announced his style for that period of his Broadway writing just as the Swing Time melodies "broadcast the nature of his compositions for Hollywood." This could be seen in the "immediacy of their appeal." Like the Princess songs, the subtleties were gone but remaining was Kern's "artistry" and his "grace" as well as his "unquenchable musical invention." (Bordman, p. 360)

Many commentators on "The Way You Look Tonight" fall into one of two categories: Those who focus on the profoundly philosophical aspects of the song versus those who praise its simple and straightforward seductiveness.

Robert Cushman unabashedly acknowledges that "The Way You Look Tonight" is his favorite song, and that like so many other great songs, such as "How Long Has This Been Going On" and "I Didn't Know What Time it Was," it "freezes the moment" of falling in Love. But for him, The Kern/Fields song does more. And although he lets us know about what "more" constitutes, both in terms of its role as an independent song as well as its function within the movie Swing Time for which it was written, he is most penetrating when he acknowledges its existential qualities by observing how the song "jumps straight into sadness,"

Someday When I'm awfully low And the world is Cold . . .

He then notes how these lines coincide with a "slight but definite uplift in the melody," foreshadowing the compensation the memory of her will provide to the singer when that inevitable sadness arrives,

I will feel a glow Just thinking of you And the way you look tonight.

These lines preceded Cushman's explanation of what he calls Kern's and Fields' masterstroke, the praising and illustrating of his new love's "gentleness wit and compassion" and above all her loveliness which the singer requests she never lose:

Lovely, never, never change, Keep that breathless charm, Won't you please arrange it, Cause I love you, Just the way you look tonight.

Even as he makes his request he understands that as he pleads with his love to stay the same, she can't. However, just as Shakespeare and Keats noted in their poetry so Kern and Fields remind us that so long as immortal songs about a mortal womans beauty live, so will she, and so will the compensating quality of beauty in the midst of the eternal recurrence of sadness in life.

The 1990's was a big decade for "The Way You Look Tonight" in the movies. Not only did Tony Bennett sing it in My Best Friends Wedding (1997) but it was also prominently featured in the British film, Peter's Friends. in 1992. As an example of the immortality of the song and its sentiment, Cushman cites the use of "The Way You Look Tonight" in the British movie. A group of show biz types travel to the country estate Peter (Stephen Fry) has just inherited from his father for a reunion ten years after they appeared together in a minor comic musical revue, a point in the past when poignant youthful friendships were intensified. In a pivotal scene, after the glow of their joyous coming back together has warn off and reality is beginning to show through the shredding fabric of their initial euphoria, these thirty-somethings need to restore some calm, to find a way to mend their all too fragile relationships as well as themselves. A mending process, though fleeting still, occurs as they follow Roger (Hugh Laurie) and his wife Mary (Imelda Staunton), who are now young but distressed parents making a living not as actors but as jingle writers, to the piano and begin to play and sing "The Way You Look Tonight." Cushman writes:

The song brings the friends together as almost nothing else does . . . : a hedge against the world for them, the poignantly miserable, just as it was for Fred and Ginger, the poignantly happy. The song, concerned with preserving the present, began by projecting itself into a chilly future which it proceeds to redeem. (De Lisle p. 12)

Hugh Laurie (piano and vocal); Imelda Staunton,
Kenneth Branagh, Emma Thompson,
Stephen Fry, and Alphonsia Emmanuel (vocals).
from the film Peter's Friends, 1992

Max Wilk,
They're Playing Our Song: Conversations with America's Classic Songwriters
(originally published 1973 as They're Playing Our Song: From Jerome Kern to Stephen Sondheim—The Stories behind the Words and Music of Two Generations), New York and Stratford, CT: Easton Studio Press, 2008.

The melody of "The Way You Look Tonight" is beautiful, seductive and memorable, but its force derives from the simple but potent contrasts in the lyric: contrasts between now and then, between "tonight" and "someday," and between his hope that her momentary beauty has saved him from an inescapably bleak future. His consolation is his awareness that she and her beauty will remain in his memory.

"Someday" the singer fears the inevitability that he will be "awf'ly low" and the world equally "cold"; but "tonight" her "smile so warm," and her "cheek so soft," --her loveliness-- yield another inevitability, that "there is nothing left for [him] but to love [her] / Just the way [she] looks tonight." Nothing else exists in the world of the song except these two opposite conditions, one of which creates his fear and the other that tries to tear it apart. The effect is increased by the thudding harshness of words like "low" and "cold" contrasted to the mildness of "warm" and "soft." The poignancy is intensified by the hint that the "someday," fraught with all its difficulty, will come despite her loveliness. The way she looks tonight may mitigate how he feels then, but it will only be a memory. She will not be there. His heart is "foolish" (a concept observed in quite a few other love songs of the time) because he allows himself, just for a moment, to think she will be, but finally realizes that his only hope lies in his plea that she "never, never change," that she will remain fixed in his memory. He pleads for her to keep that breathless charm," an expression that can be read as a charming mannerism of youth or as "breathless" in the sense of being without life yet immortal as in a work of art, without a living presence in his later existence. His understated request for her to "please arrange it" hints at his need to be sure she never changes so when the harsh future comes he can retain the image of just the way she looks tonight. And more that that Fields' song (as well as the film) provides, a chance for her beauty at that moment to become immortal stretching beyond Lucky Garnett to all of us, just as Shakespeare observed in the final couplet of his eighteenth sonnet.

So long as men can breathe or eyes can see, So long lives this and this gives life to thee.

Of course the song functions in the movie to win her heart, and it does; and all turns out well. But the song's considerable life outside the movie is more dependent on the tension it evokes between a warm romanticism and an existential chill mitigated only by the power of art to bestow immortality.

Dorothy Fields herself felt the power of Kern's music to inspire immediately: "The first time Jerry played that melody for me, I went out and started to cry. Thereleaseabsolutely killed me. I couldn't stop, it was so beautiful" (Wilk, p. 40).
JAC

Philip Furia and
Michael Lasser,
America's Songs: The Stories Behind the Songs of Broadway, Hollywood, and Tin Pan Alley, New York: Routledge, 2006.

Philip Furia, who plays down the song's "praise of eternal devotion to immutable beauty" suggested above, is much more interested in how Fields uses simplicity of language. This simplicity stands in contrast to while at the same time reinforcing "the elegant sensuousness of Kern's gracefully insistent melody." It is her "off-handed, snapshot compliment to just . . . 'the way you look tonight' along with its barely noticeable rhyme that do the trick:

'with your smile so warm and your cheek so soft, there is nothing for m e but to love you'

Furthermore, Furia not only sees how Fields complements Kern's music but also how she writes to Astaire's ability to bring an "easy grace" to a song through her use of "the chattily resigned 'there is nothing for me but to . . . . ,' and the lightly sensuous 'so warm . . . so soft'" (Furia, Poets of Tin Pan Alley, p. 221 paper-bound Ed.).

Furia's observation leads to the notion that Fields was less interested in making us think of Shakespeare and Keats than she was in using her own twentieth century idiom to express similar ideas.

In another place, Furia along with co-writer Michael Lasser extend this idea by calling "The Way You Look Tonight" Swing Time's "one oasis of romanticism . . . a limpid ballad," which although "infused with feeling" remains "restrained." This is managed through Fields' ability to combine different tones in one lyric. Her singer is not only straight out romantic but "wittily understated," "chatty" and "matter of fact" (Furia and Lasser, p. 136).

Click here to read the lyrics for "The Way You Look Tonight" as sung by Frank Sinatra
and arranged by Nelson Riddle (1964)
found on the albums: Academy Award Winners and Nothing But The Best

Sinatra sings the lyric as Fields wrote it, with only minor changes such as substituting "Yes, you're lovely" for "Oh, but you're lovely." He also repeats the last two lines of the bridge , "And that laugh that wrinkles your nose / touches my foolish heart." as well as the final A section . Sinatra and Riddle swing the ballad just a bit and only on the final line of the song, the repeat of "Just the way you look tonight" do they modulate the tempo down to about where Astaire and Bennett take it. (See Bennett video just below.) The most well known Bennett recording is from 1997 and the film "My Best Friend's Wedding." The video below streams the lyrics and the recording itself is available on the album Tony Bennett Sings the Ultimate American Songbook . Tony Bennett recording of "The Way You Look Tonight" featured in "My Best Friend's Wedding" 1997 It's also worth noting that the humming that Sinatra and Bennett do (in TB's case, in the studio version above and in fact most of his performances) just before they sing the last line is not an ad lib but was written into the original score, though seldom performed, not even by Astaire on the soundtrack. Gottlieb and Kimball show it in their book but Winer in hers does not. (See books just below.) An early singer to hmm as written is Peggy Lee in 1942 . The most common way of arranging the lyric is to sing the refrain through (the song has no verse .) then repeat the bridge and the last A section. Bennett (above) and Peyroux do it this way.

• Michael Bublé, live (Main Stage): Janayna Mizumura
• Nat King Cole: Jorge Felix
• Fred Astaire (with Ginger Rogers): Antonio Kolakušić
• Billie Holiday: RoundMidnightTV
• Tony Bennett: YourBloodyGirl
• Peter's Friends clip: kalozpepi
• Kenny Rankin: ejazztv

Notes

• Other songs written for title currently included in the Cafe Songbook Catalog of The Great American Songbook :
• 1. Pick Yourself Up
• 2. A Fine Romance
• 3. Never Gonna Dance
• For a complete listing of songs used in this show movie, see IMDB soundtracks .
• Astaire/Rogers Ultimate Collectors Edition
• DVD box set including the ten films listed
• The Ten Movies Co-starring Fred Astaire and Ginger Rogers
• The Way He Feels Tonight
• A similar tack to Cushman's is followed by JAC.
• Philip Furia, The Poets of Tin Pan Alley: A History of America's Great Lyricists , New York: Oxford University Press, 1990.
• The lyrics for "The Way You Look Tonight'" are published in:

Cite this page: "The Way You Look Tonight": Song History, Commentary, Discography, Performances on Video, Cafe Songbook, https://greatamericansongbook.net/pages/songs/w/way_you_look_tonight.html