Jerome Kern, music · Dorothy Fields, lyrics · Introduced by Fred Astaire in the 1936 film Swing Time
The Way You Look Tonight
Jerome Kern and Dorothy Fields wrote it for Fred Astaire to sing in the 1936 film Swing Time. Lead sheets in F write it as three sections, then a last with a four-bar tag. It won the 1936 Academy Award for best song, and Billie Holiday, Ella Fitzgerald and Frank Sinatra all recorded it.
Listen in this order
Start with Astaire's original and Holiday's swing-era vocal, then follow the form through a tenor quintet with guitar, a live alto and piano quartet, live and studio , a tenor quartet and a modern piano trio. Each step plays the same long form a different way.
“The Way You Look Tonight (Live at Oberlin College / 1953)”, Jazz at Oberlin
Couldn't play this one here. Try the links below.
Listen for
Desmond plays alto saxophone and Brubeck plays piano, with bass and drums behind them. The track runs 7:46, so there is time to count the form more than once.
Try it on your instrument
Count along with the track against the chart: 16 of A, 16 bars of A, 16 bars of , then the last A. Mark each time the bridge begins on .
Ella Fitzgerald sang the song with an orchestra arranged and conducted by Nelson Riddle on her 1963 Jerome Kern Song Book album, recorded January 5 to 7, 1963.
The tune's layout, its keys and the chord chart, for anyone who wants to play along.
Show the form and chords
How the tune works
F majorusual key
68 barsA · A · B · A form
F major → A♭ major → F majorkey centers
A16 bars
A16 bars
B16 bars · bridge
A20 bars
F
A♭
F
Each runs 16 in and opens , , , . The first A ends on Gm7 C7 and the second ends on , which leads into the . The 16-bar bridge sits in and opens , , B♭m7, E♭7. It returns to F major through A♭maj7, , Gm7 and C7. The last A is 16 bars and takes the chart's coda for a four-bar tag, Gm7, C7, Dm7, Gm7 C7, so the full form is 68 bars. The iReal Pro chart lists the bridge and tag as one 20-bar strain. Played out with its D.C. al Coda, the chart gives 16, 16, 16 and 20 bars.