"The Way You Look To-Night" is a song from the movie Swing Time. Fred Astaire performed it, and Jerome Kern composed the music with lyrics written by Dorothy Fields. 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 outside and began to cry. The music was so powerful that I couldn’t stop crying."

In the movie, Fred Astaire sings "The Way You Look To-Night" to Ginger Rogers while she washes her hair in the next room. Astaire’s recording of the song was very popular in 1936. Other recordings of the song that year were made by Guy Lombardo and by Teddy Wilson with Billie Holiday.

Composition and publication

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

The song was first copyrighted on March 17, 1936, under the title "Way (The) You Look to-Night; Song from I Won't Dance." At that time, it was not published, as "I Won't Dance" was a song from the 1935 film Roberta 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.

Because the song was popular, pianist Teddy Wilson invited Billie Holiday to a recording studio 10 weeks after the film Swing Time was released. Holiday was 21 years old when she recorded "The Way You Look Tonight" with a small group led by Wilson in October 1936.

Several British dance bands also recorded modern 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 later, the song returned to the charts in a version by Benny Goodman. Peggy Lee sang the vocals, and Mel Powell played the celesta.
• The most popular version was recorded by Frank Sinatra with the Nelson Riddle orchestra in 1964.
• The Lettermen's version became their first hit, reaching No. 13 on the Billboard Hot 100 in 1961, No. 14 in Canada, and No. 36 on the UK Singles Chart the same year.
• Ella Fitzgerald included the song on her album Ella Fitzgerald Sings The Jerome Kern Songbook.
• Tony Bennett first recorded the song on his 1958 album Long Ago and Far Away. He later performed it with the Ralph Sharon Trio for the 1997 film My Best Friend’s Wedding. He also sang two duets of the song: one with Faith Hill on the 2011 album Duets II and another with Thalía on his 2012 album Viva Duets. In 2015, a new version featuring only Bill Charlap’s piano was included on the 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.