"The Way You Look To-Night" is a song from the movie Swing Time. Fred Astaire performed it, and Jerome Kern wrote the music. Dorothy Fields wrote the lyrics. The song won the Academy Award for Best Original Song in 1936. Dorothy Fields said, "The first time Jerry played that melody for me, I went out and started to cry. The music made me very emotional. I couldn’t stop, it was so beautiful."

In the movie, Astaire sang "The Way You Look To-Night" to Ginger Rogers while she was washing her hair in the next room. Astaire’s recording of the song was very popular in 1936. Other artists who performed the song that year included Guy Lombardo and Teddy Wilson with Billie Holiday.

Composition and publication

The song was performed by Fred Astaire in the 1936 film Swing Time in the musical key of D major. However, it is usually played in E-flat major, with a change to G-flat major.

It was first registered for copyright on March 17, 1936, and was titled The Way You Look Tonight, from the song I Won't Dance. At that time, I Won't Dance was part of the 1935 film Roberta, written by Kern and Fields. A second copyright was registered on July 24, 1936, for the film Swing Time, and this version was published. Both copyrights were renewed in 1963.

Contemporary recordings

Fred Astaire recorded "The Way You Look Tonight" in Los Angeles on July 26, 1936. Bing Crosby and his wife, Dixie Lee, recorded the song together as a duet on August 19.

To use the song's popularity, pianist Teddy Wilson invited Billie Holiday to a recording studio 10 weeks after the movie Swing Time was released. At 21 years old, Holiday recorded "The Way You Look Tonight" with a small group that Wilson led in October 1936.

Several British dance bands also recorded versions of the song. These included Ambrose (with vocals by Sam Browne), Roy Fox (with vocals by Denny Dennis), Tommy Kinsman, Harry Roy, Carroll Gibbons and the Savoy Hotel Orpheans (with vocals by George Melachrino), and Jay Wilbur (with vocals by Sam Costa).

Cover versions

• Six years passed before the song returned to the charts, this time in a version by Benny Goodman with Peggy Lee singing and Mel Powell playing the celeste.
• The most popular and widely copied version was recorded by Frank Sinatra with the Nelson Riddle orchestra in 1964.
• The Lettermen achieved their first hit when their version reached No. 13 on the Billboard magazine Hot 100 singles chart in 1961, No. 14 in Canada, and No. 36 on the UK Singles Chart that same year.
• Ella Fitzgerald recorded the song on her album Ella Fitzgerald Sings The Jerome Kern Songbook.
• Tony Bennett recorded the song on his album Long Ago and Far Away in 1958, and later with the Ralph Sharon Trio for the film My Best Friend’s Wedding, released in 1997. He also recorded two duets of the song: one with Faith Hill in 2011 on Duets II and another with Thalía on his 2012 album Viva Duets. A new version, accompanied only by the piano of Bill Charlap, was included on the 2015 album The Silver Lining: The Songs of Jerome Kern.
• Rod Stewart included the song on his 2002 covers album It Had to Be You.
• Phil Collins included a live version of the song on his 2004 compilation album Love Songs: A Compilation… Old and New.