# The Way You Look Tonight
**The Way You Look Tonight** is a popular song with music by [Jerome Kern](https://www.edgepedia.org/jerome-kern) and lyrics by Dorothy Fields, introduced by [Fred Astaire](https://www.edgepedia.org/fred-astaire) in the 1936 RKO musical *Swing Time* and winner of the 1936 Academy Award for Best Song[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm). It has since become a standard of the [Great American Songbook](https://www.edgepedia.org/great-american-songbook), recorded by vocalists and jazz musicians across generations[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm) • [2](https://www.learnjazzstandards.com/jazz-standards/the-way-you-look-tonight/).
| Key fact | Detail |
|---|---|
| Writers | Music by Jerome Kern; lyrics by Dorothy Fields[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm) |
| First performance | Introduced by Fred Astaire in *Swing Time* (1936), his sixth film with Ginger Rogers[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm) |
| Academy Award | Won the 1936 Oscar for best song, beating "I've Got You Under My Skin" and "Pennies from Heaven"[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm) |
| Chart peak | Astaire's recording, made with Johnny Green and His Orchestra, reached number one for six weeks[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm) |
| Form and key | A-A-B-A form with an eight-bar extension; original key E-flat major with the bridge in G-flat major[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm) |
| Jazz standing | Ranked 27th among jazz standards by JazzStandards.com[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm) |
| Common practice key | F major for instrumentalists[2](https://www.learnjazzstandards.com/jazz-standards/the-way-you-look-tonight/) |
## Origin in Swing Time
Kern and Fields wrote the song for *Swing Time*, directed by [George Stevens](https://www.edgepedia.org/george-stevens) and starring Astaire and Rogers. The film's working titles included *I Won't Dance* and *Never Gonna Dance*, and the score became one of the most popular in Hollywood musical history[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm) • [3](https://catalog.afi.com/Film/6906-SWING-TIME?cxt=ymal). The film contains six Kern tunes, including "The Way You Look Tonight," "A Fine Romance," "Pick Yourself Up," and "Never Gonna Dance"[4](https://www.filmsite.org/swin.html).
The film presents the song with a light touch. Rather than Astaire singing directly to Rogers in evening dress, he plays the piano and sings to no one while Rogers washes her hair in the next room; she walks in on him as he finishes[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm). A practical problem on set involved the soap in Rogers's hair during the scene[5](https://www.tcm.com/articles/89307/behind-the-camera-4-30-swing-time).
The critic John Mueller, writing in *The Criterion Collection* essay on the film, places the song among the finest ever created for a Hollywood musical, calling it one of two classics in the score alongside the satiric "A Fine Romance"[6](https://www.criterion.com/current/posts/931-swing-time).
## Chart success in 1936
*Swing Time* was commercially productive for Astaire. He recorded five of the seven songs in the score, each with Johnny Green and His Orchestra, and each became a hit. "The Way You Look Tonight" reached number one for six weeks; its flip side, "Pick Yourself Up," rose to number six. "A Fine Romance" also reached number one, for five weeks[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm).
Early covers charted as well: [Guy Lombardo](https://www.edgepedia.org/guy-lombardo) and His Royal Canadians (1936, number 3), Teddy Wilson and His Orchestra with [Billie Holiday](https://www.edgepedia.org/billie-holiday) on vocal (1936, number 3), [Benny Goodman](https://www.edgepedia.org/benny-goodman) and His Orchestra with Peggy Lee (1942, number 21), and The Letterman (1961, number 13)[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm). Frank Sinatra recorded the song by January 1944[7](https://www.rocklists.com/artists/frank-sinatra/the-way-you-look-tonight/).
## Musical structure
The song is in 32-bar A-A-B-A form with an eight-bar extension and no verse, in the pop style of Kern's film scores[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm). The original key is [E-flat major](https://www.edgepedia.org/e-flat-major), with the bridge shifting to G-flat major; the harmony is built on the I-vi-ii-V7 progression with substitutions, and the return to the tonic passes through the relative minor[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm). Instrumentalists most commonly play it in [F major](https://www.edgepedia.org/f-major)[2](https://www.learnjazzstandards.com/jazz-standards/the-way-you-look-tonight/).
The two teaching sources describe the form differently. JazzStandards.com gives A-A-B-A with an eight-bar extension[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm), while Learn Jazz Standards describes 16-bar sections with a final A extended by four bars, for a 68-bar total[2](https://www.learnjazzstandards.com/jazz-standards/the-way-you-look-tonight/).
Fields's lyric has drawn sustained praise. Allen Forte, professor emeritus of music theory at Yale University, wrote in *Listening to Classic American Popular Songs* that she created "extraordinarily intricate and, yes, poetic lyrics," which he compared with the best of [Lorenz Hart](https://www.edgepedia.org/lorenz-hart)'s[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm). The song is more understated and conversational than songs written for the stage, a characteristic of songs crafted for film presentation[8](https://www.vpm.org/npr-news/2010-05-05/excerpt-the-songs-of-hollywood/).
## Life as a jazz standard
Astaire's ballad reading led the way for vocal covers, most notably Billie Holiday's 1936 recording with the Teddy Wilson Orchestra, featuring bassist Milt Hinton, drummer [Gene Krupa](https://www.edgepedia.org/gene-krupa), and Wilson on piano[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm). The tune later became popular as an up-tempo number. Eddie Condon's Dixieland group recorded a scorching fast version in 1946, and [Art Blakey](https://www.edgepedia.org/art-blakey)'s early Jazz Messengers, with [Clifford Brown](https://www.edgepedia.org/clifford-brown), Lou Donaldson, and Horace Silver, recorded it live at Birdland in New York in 1954 (*A Night at Birdland, Vol. 2*)[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm).
In 1957 [Johnny Griffin](https://www.edgepedia.org/johnny-griffin) recorded the song in a cutting contest with Hank Mobley and [John Coltrane](https://www.edgepedia.org/john-coltrane) on *A Blowin' Session*, in a performance JazzStandards.com's contributor describes as utterly blistering[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm). Other noted jazz recordings include Tina Brooks's 1958 bop version on *Minor Move* with Lee Morgan and Art Blakey, a waltz-time reading by Tete Montoliu, and a medium-paced version led by trombonist Steve Turre with Ray Charles at the piano[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm). JazzStandards.com ranks the song 27th among jazz standards, based on how frequently jazz artists include it on recordings[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm) • [9](https://www.jazzstandards.com/overview.ranking.htm).
## Later screen and stage appearances
The song has recurred in film and television for decades. Film uses include *Chinatown* (1974), *Hannah and Her Sisters* (1986, Carrie Fisher), *Alice* (1990, Erroll Garner), *Father of the Bride* (1991, Steve Tyrell), *My Best Friend's Wedding* (1997, Tony Bennett), and *Anything Else* (2003, Billie Holiday with Teddy Wilson and His Orchestra)[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm). Television uses include *Star Trek: Deep Space Nine* (1999, James Darren) and *Friends* (2000, Tony Bennett)[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm). A 2003 Broadway musical, *Never Gonna Dance*, featured the song as danced by Noah Racey and Nancy Lemenager[1](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm).
## References
1. [The Way You Look Tonight, JazzStandards.com](https://www.jazzstandards.com/compositions-0/thewayyoulooktonight.htm)
2. [The Way You Look Tonight, Learn Jazz Standards](https://www.learnjazzstandards.com/jazz-standards/the-way-you-look-tonight/)
3. [Swing Time (1936), AFI Catalog](https://catalog.afi.com/Film/6906-SWING-TIME?cxt=ymal)
4. [Swing Time (1936), Filmsite](https://www.filmsite.org/swin.html)
5. [Behind the Camera: Swing Time, Turner Classic Movies](https://www.tcm.com/articles/89307/behind-the-camera-4-30-swing-time)
6. [Swing Time, The Criterion Collection](https://www.criterion.com/current/posts/931-swing-time)
7. [The Way You Look Tonight by Frank Sinatra, RockLists](https://www.rocklists.com/artists/frank-sinatra/the-way-you-look-tonight/)
8. [Excerpt: The Songs of Hollywood, VPM](https://www.vpm.org/npr-news/2010-05-05/excerpt-the-songs-of-hollywood/)
9. [Jazz Standards Overview: How Are the Jazz Standards Ranked?, JazzStandards.com](https://www.jazzstandards.com/overview.ranking.htm)
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*Topic: Encyclopedia › Arts and culture › Music › Musical works and recordings › Compositions and songs › Standard and pre-rock popular songs*
*Initially written Sep 17, 2026 · Reviewed: Oct 25, 2026 · Edited: Oct 15, 2026; Oct 25, 2026 · Last review: Oct 25, 2026*
*Copyright 2026 EdgeChat AI, a subsidiary of Biostate AI.*
License: Edgepedia Community License 1.0, https://www.edgepedia.org/edgepedia/license