“THE WAY YOU LOOK TONIGHT” (1936)

In the RKO musical comedy Swing Time, Fred Astaire, accompanying himself, sings “The Way You Look Tonight” to Ginger Rodgers while she is in another room shampooing her hair. Charmed by his declaration of love, she emerges from the bathroom in an old robe and stands behind him at the piano, forgetting that her head is covered in soapsuds (actually whipped cream from the RKO commissary). As he sings the last line, “Just the way you look tonight,” he turns and is startled to see her there with her lather-covered head. When she realizes how she must look, she flees from the room in embarrassment, providing an amusing end to a romantic moment, a frequent occurrence in an Astaire/Rodgers film. Swing Time was the sixth of ten Astaire and Rodgers musicals, and is considered by many to be their best. The film was a commercial success and “The Way You Look Tonight” won the 1936 Academy Award for Best Song, beating out stiff competition that included Cole Porter’s “I’ve Got You Under my Skin.”
Jerome Kern and Dorothy Fields were in top form when they composed the score for Swing Time. In addition to the romantic ballad “The Way You Look Tonight,” the score included two other hits, “A Fine Romance” and “Pick Yourself Up.” For the 1930s Kern and Fields were an odd couple songwriting team. Kern was 20 years older than Fields and generally recognized as the father of American musical theater. Between 1904 and 1939 he contributed to 113 shows, a record that remains unmatched by any other composer. On Broadway Kern had collaborated with outstanding lyricists Otto Harbach and Oscar Hammerstein II, but when he moved from New York to Hollywood seeking work during the Great Depression, he began working with Fields. At that time Fields was virtually the only successful female songwriter. She was 30 years old when she began working with Kern, but in her twenties she had already produced such hits as “I Can’t Give You Anything But Love (Baby)” and “On the Sunny Side of the Street.” By the time she began working with Kern, her reputation as a top lyricist was established and she was in demand. William Zinsser, in his book Easy to Remember, had this to say about their working relationship: “The young lyricist drew out of the famously intractable older composer a score of unusual zest.”
“The Way You Look Tonight” has no verse, which is not unusual in songs Kern wrote for films, but it is
a long song at 44-bars. When Fields first heard the music, reportedly she recalled, “The first time Jerry played that melody for me I went out and started to cry. The release absolutely killed me. I couldn't stop, it was so beautiful.” Some jazz standards, like “Caravan” and “On Green Dolphin Street,” are performed more frequently as instrumentals because their lyrics are considered inferior to their melodies. However, with “The Way You Look Tonight,” it could have been just the opposite – Fields’ superb lyrics could have outshone the melody. Allen Forte in his book Listening to Classic American Popular Songs says, “In Jerome Kern’s “The Way You Look Tonight” we are again confronted with the issue of music versus word. Which mode of expression is the more powerful? Certainly Dorothy Field’s lyrics are virtually perfect, beautifully calibrated to the melody.… In the presence of these beautifully crafted poetic lyrics, Kern’s melody holds its own primarily, I feel, because of its extraordinarily simple trajectories. It is the melody that conforms to the lyrics, not the reverse.”
Dorothy Fields said, “A song must move the story ahead. A song must take the place of dialogue. If a song halts the show, pushes it back, stalls it, the audience won't buy it; they'll be unhappy.” “The Way You Look Tonight” must have made audiences very happy because shortly after the release of Swing Time in 1936, a recording by Fred Astaire peaked at first place on “Your Hit Parade”, where it remained for six weeks. That same year recordings by Guy Lombardo and His Royal Canadians and the Teddy Wilson Orchestra with Billie Holiday also reached the pop charts, both peaking at third place. Later the song became closely associated with Frank Sinatra, and other notable covers include ones by Ray Charles, Benny Goodman with Peggy Lee, Lionel Hampton and Steve Tyrell. In addition to becoming a jazz standard, it also has become a wedding standard and appeared on the sound track of as least a dozen films. It provided background music for soap operas and rock star Sir Elton John incorporated its title in a song he wrote, “Something About The Way You Look Tonight.”
“All this attention notwithstanding, “The Way You Look Tonight” has retained its purity as a beautiful love song. For this we can thank both Kern and his extraordinary lyricist, Dorothy Fields.” – Allen Forte