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The Melody Lingers On: Dorothy Fields

Dorothy Fields and Jerome Kern collaborated to write what in Tony Thornton’s opinion is the most beautiful popular song – Just The Way You Look Tonight.

Tony, who is himself a musician, makes music with his words in his brilliant columns about the best songs ever written. Read all of his tuneful offerings by clicking on The Melody Lingers On in the menu on this page.

This series began with my ‘greatest’ popular song ever written and here we have the most beautiful: Just The Way You Look Tonight – lyrics by Dorothy Fields. It’s not surprising that Jerome Kern wrote the music for both.

In 1936 they wrote the film score for Swing Time. In a comic situation, Fred Astaire sings to Ginger Rogers as she washes her hair in the shower. Ginger emerges wrapped in a towel with her hair full of suds as Fred sings: ‘just the way you look tonight’.

Since then it’s become one of the most beloved songs of all time. It won Fields and Kern the Best Song Oscar in 1936.

Dorothy recalled: “I went to Jerry’s house and when he played the melody for me I had to leave the room because I started to cry. I couldn’t stop, it was so beautiful.”

In Robert Cushman’s essay about the song, he describes the continuation of the lyric. “Then comes the masterstroke: ‘Oh, but you’re lovely’. That ‘Oh, but’ forestalls any chance of the second eight bars being mere repetition. Disarmingly conversational, it also suggests uncertainty, an inability to find words, a sense of how-could-you-be-so-lovely, and of ‘lovely’ being the only possible word.”

The bridge: ‘With each word…’ is a breathtaking leap typical of Jerome Kern. Anyone else would have used the conventional major third jump but Kern goes a semitone down – then finds his way back with undetectable ease.

The song is a standard recorded by hundreds of artistes. There are many beautiful versions, but a surprising number take the number too slow or, worse, speed through it at 100 miles per hour. Dorothy Fields created a lyric of such perfect tenderness that it breaks the heart of anyone that hears it.

Someday, when I'm awfully low
When the world is cold
I will feel a glow just thinking of you
And the way you look tonight

O but you're lovely, with your smile so warm
And your cheeks so soft
There is nothing for me but to love you
Just the way you look tonight

With each word, your tenderness grows
Tearing my fear apart
And that laugh that wrinkles your nose
Touches my foolish heart

Lovely, never never change
Keep that breathless charm
Won't you please arrange it ’cause I love you
Just the way you look tonight


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