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The Way You Look Tonight

Episode 3 of 5

Jerome Kern and Dorothy Fields' song from the 1936 film, Swing Time, sung by Fred Astaire, became a classic. From April 2016.

'The Way You Look Tonight' was written by Jerome Kern and Dorothy Fields for the 1936 film 'Swing Time'.

Sung by Fred Astaire to Ginger Rodgers while she was washing her hair, the song won an Oscar. It's been recorded by Frank Sinatra and Billie Holiday.

Sarah Woodward, daughter of actor Edward, recalls how aged seven, she watched him sing it on The Morecambe and Wise Christmas Show with his 'angelic' voice.

Theatre director Michael Bawtree remembers the song being his father's favourite, and being distraught when he broke the gramophone record as a five year old.

And Glaswegian singer, Eddie Toal describes making an album of jazz songs, including 'The Way You Look Tonight' to remember his late wife, Irene.

Series about pieces of music with a powerful emotional impact.

Producer: Sara Conkey

First broadcast on BBC Radio 4 in April 2016.

Available now

30 minutes

Last on

Yesterday 00:30


Programme Transcript

Male Speaker: I was born in 1937 and my parents had a wind-up gramophone, and a number of old 78 records, which they just loved. And they used to push the carpet aside of an evening and dance together. Sometimes by themselves, sometimes with friends. And of course, the dances were all waltzes, or slow foxtrots, or quick steps. The one they really loved, I think, was The Way You Look Tonight.<?xml:namespace prefix = o ns = "urn:schemas-microsoft-com:office:office" />

[“The Way You Look Tonight”]

My sister was three years older than I was. I must have about five, and she was maybe eight. Anyway, we were playing one afternoon with the records and the wind-up gramophone. And, we dropped one of the records and cracked it in half. Gosh knows, it turned out to be The Way You Look Tonight. The very one of all that we knew was dad’s favorite. So, we ran to my mother and said, “We’ve broken daddy’s favorite record!”

And she said, “Alright, don’t be so upset. Don’t cry. Don’t cry.”

Oh, we were inconsolable. “He’ll be so upset. He’ll be so angry. And we’re so unhappy about it.”

And eventually she said, “Well look, I’ll tell you what I’ll do. I’ll tell him that I did it.”

And at the same moment, simultaneously, my sister said, “But you can’t. It’s a lie!”

And I said, “Will you really?”

That really shows the difference between my sister and me. I felt she was bit of a prude and I was a bit more of a pirate.


Charlotte Greenspan: The Way You Look Tonight was written my Jerome Kern and Dorothy Fields for the film, Swing Time. Which, was released in 1936.

I’m Charlotte Greenspan. I’m Dorothy Fields’ biographer.

It’s a love song that Fred Astaire sings while Ginger Rogers is in another room. She’s about to wash her hair. He pretends to go out of the room. But then, instead of leaving, he sits down at the piano and launches into The Way You Look Tonight. She’s so moved by the song, she just sort of floats in with her hair full of shampoo, touches his shoulder, then she catches a glimpse of herself in a mirror.

[“The Way You Look Tonight”]


Male Speaker: I have a very nice grand piano now, at my home. And very often, we have as many as 18 or 20 people there. And after supper, we usually get into the living room and someone says, “Oh come on, Michael, play the piano.” So, we play a lot of the old musicals. I know them very well from so many musicals that I’ve directed myself. And The Way You Look Tonight is always on the program.

[performing “The Way You Look Tonight”]

It’s not only me. Everyone seems to love that song. And a lot of people like to sing. Some people like to just sit and listen. And people cry.

I have a feeling it’s something about the last verse. It’s the line, “Lovely, never, never change. This moment,” he says, “let’s keep this forever.” I find that both very moving and also just sad. But as he says, “never, never change,” knowing perfectly well that that’s impossible. It’s been so long- 60-70 years- since that incident I told you about. But, I do think of my old mom and dad. Dad was a wonderful dancer and danced with great joy, actually. And, my mother was diminutive, red-haired, and very, very beautiful. And they danced like one person together.


Charlotte Greenspan: Dorothy Fields was- not unique, but certainly very unusual as a woman songwriter in this era. She was certainly the most successful woman songwriter, one of the most successful lyricists, period. By the time Swing Time came along, which was 1936, Dorothy Fields and Jerome Kern had known one another and had been working together for almost three years. Dorothy said that when Jerome Kern played the melody for The Way You Look Tonight to her, she burst into tears because it was so beautiful. She had to leave the room.

It’s a song with a lot of mystery in it. It’s full of love and loss. And yet, it’s not sad. The lyric is very straightforward. It has mostly words of one syllable. Just one word of three syllables- tenderness. And, there’s all kinds of unexpected internal rhymes.

[speaking lyrics over “The Way You Look Tonight”]

“Some day, when I’m awfully low, when the world is cold,” and that’s a sort of internal rhyme of low and cold. “I would feel a glow just thinking of you.”

“With your smile so warm, and your cheek so soft, there is nothing for me,” rhyming warm with for me. “But to love you just the way you look tonight.”

“With each word, your tenderness grows, tearing my fear apart.” Ts line up, tenderness and tearing.

Apart rhymes with heart.

“Never, never change… won’t you please arrange it?”

Quite an amazing bit of wordplay in a lyric that comes out feeling as natural as can be.


Sarah Woodward: My name is Sarah Woodward, and I’m an actress. And, my father was Edward Woodward. I think, growing up, if you’re my sort of age- in your fifties- you never forget how important and celebrated Morecambe & Wise shows were. Especially the Christmas shows. Everybody watched them. Whatever age, you just could not wait. It was so excited. That particular Morecambe & Wise Show, I think, was 1970. So, I was seven at that point. But, I do remember thinking at the time, when I watched it, that he was being quite embarrassing. I didn’t enjoy watching him when he was talking to Eric and Ernie. I remember thinking, “Luckily, he’s going to sing and that will be fine.”

Ernie Wise: Ladies and gentlemen, here’s Mr. Edward Woodward to sing for you, The Way You Look Tonight.

Eric Morecambe: That’s the one that goes… [hums]

Ernie Wise: You know it?

Eric Morecambe: No, I don’t know that one.

Sarah Woodward: And then out comes this incredible, pure, angelic voice. When he sang, he was ageless.

[Edward Woodward performing The Way You Look Tonight]


Sarah Woodward: He died five years ago. Can’t really get to grips with it, even after five years. Seems crazy that he’s not still there when I need him on the phone. I think of all the things my father did, I feel more connected to him when he’s singing. It’s something else. It’s something… other. Maybe, yeah, the voice is closer to the heart.

[Edward Woodward performing The Way You Look Tonight]

Rick Archer: My name is Rick Archer. I am a retired dance instructor. In 2010, I thought it might be fun to teach dancing on a cruise ship. So, hired on with my wife, Marla. When my brother-in-law, Neil, heard about our trip, he asked Marla if she minded if he tagged along with his wife, Ellen. And of course, Marla said that would be awesome. So, the four of us are on this cruise trip. Well, it turned out, we ran into hurricane force winds. We never made it to Egypt. The captain just gave up and headed to Malta.

So, we’re wandering through downtown Valletta, and we see this most beautiful hotel. So, we go into the Hotel Phoenicia. Neil starts telling me about the history of Malta. And, he tells me about how the RAF fought off the Italian air force. That conversation I had with Neil was the first time I had ever been able to be close to the man. And, for him to talk to me like a brother. The problem for Neil was that early in his career, he served on America’s first nuclear submarines. Everybody in Neil’s unit literally had died of cancer when he was diagnosed with cancer just six months after our trip. And, he died within six months.

Five years later, my wife, Marla, booked us on a cruise from Istanbul to Rome. We end up in Malta again. Same dock. And, I tell Marla that I’d like to go back and visit downtown Valletta. And she says, “Are you out of your mind? We’ve been there before. I just want to take a shower and relax.”

And I said, “I know, Marla. But, this is the place where I last saw Neil. And, my best memory of Neil is that hotel.”

Well, Marla just got very silent. And she says, “Of course. I forgot. I forgot how important that day was to you.”

It takes us an hour to reach the Hotel Phoenicia. And I wrote a little message to Neil. “Neil, wherever you are, we miss you and we love you.” And we took a selfie. After Marla takes that picture, she just falls apart. She’s just crying her head off, because she’s lost her brother and he’s such a wonderful man. It reminds her so much about the visit to the same hotel 5 years ago and how happy we were. And how things can change so quickly.

And, I was done. That was it. I was ready to go back to the ship. But, just as we took a step, we hear music coming from the hotel. And, there’s a three-piece band playing dance music. Well, I say, “Let’s go dance to it.”

And she says, “Are you out of your mind, Rick?” She says, “Look at us.”

So, we’re standing in the doorway. Marla’s wearing a corduroy jacket and jeans. I’m wearing jeans and a pullover with a hood. And, I’m wearing hiking boots, and she’s wearing her running shoes. She says, “Are you crazy? And besides, there’s a guard staring at us, and he’s not going to let us in.”

Marla’s not happy about my idea, but the music’s good, and I can see she’s weakening. So, I take her hand and half guide her, and half drag her into the room. And, that is when the song came on. The band played The Way You Look Tonight.

[The Way You Look Tonight]

And, I looked at Marla and said, “Come on, honey. Let’s dance.” And everyone’s frowning. We’re the only people in the room dancing to this song. But, we don’t care. At least, I don’t care. I want to dance. So, we start to dance. And suddenly, all the frowns change because we’re wonderful.

This music is right up my alley. I’ve been dancing for 40 years. I do turns. We do the box step, and intricate in and out patterns. We’re very graceful. And suddenly, people start nodding like, “Okay, they don’t look very good. But they sure can dance.”

When suddenly, in the doorway, two people appear. It is the guard again, and he has found the hotel manager. At least, I’m sure the lady was the hotel manager. And she looked about as grouchy as she could be. Well, I just kept dancing.

The funniest look came over her face. So, with her looking at us, I took Marla in the most beautiful dip and just held her there. Then, lifted my eyes to make eye contact with the manager. Kind of like, “Can we stay?” And she had the biggest grin on her face. So, I waved at her, and she nodded back to me. She gave us permission to stay, obviously. We had won her over with our dancing. So, from that point on, we just danced to every song they played. And we had the best time.

My wife and I walked back to the ship smiling, holding hands, cheerful. It was pretty sweet. It was pretty sweet how such a crummy day turned into something so wonderful. I guess it was a surprise. It was this magic moment for both of us. To take all that darkness, all that frustration, and that sense of loss, and you let the music turn the day into something beautiful.


Matthew VanKan: I’m Matthew VanKan. I’ve sung since I was about four years old. And, I always had dreams of it being my career. We recorded a demo album, and it was being taken around the record labels. And, I went away on holiday. I’d written a lot of this material with my sister, who also sings. And, I came back from holiday and she said, “We need to go for a drink and have a bit of a catch up so I can fill you in on what’s been happening while you were away.” And basically, she told me that a management company that were interested. And they loved the music, but they didn’t get the whole brother-sister thing, so ditch the brother.

That felt like just one blow too many, so I gave my sister my blessing and I decided to stop trying. I was picking up work part-time in bars and things. But, I also worked part-time for this girlfriend of mine, Karen, who ran a travel company. When I made the decision to stop singing, I think she recognized that there was an opportunity there for her to offer me a lifeline, and it was a permanent position. And I seized it with both hands, because it just felt like it was security.

But, I was sitting at work one evening. Everyone else had gone home and I was doing an administration job that you do every year. I was sitting there one evening and I was thinking, “I can’t do this for the rest of my life.” So, Karen had this big birthday coming up. And I knew it would mean a lot more to her, me performing in a surprise setting, rather than organizing a band or live music. Because, she knew I had given up on music as a career and hadn’t really performed live for quite a few years.

I knew that one of her favorite songs was Just The Way You Look Tonight. The entrance to the bar was behind these heavy curtains. So, everybody was inside, including the pianist, and I was with Karen. So, we arrived together. The pianist was playing just some background music. And then, I went over to the piano, to the microphone and said, “Karen, this one’s for you.”

[Matthew VanKan performing The Way You Look Tonight]

I just remember her being so touched. I just remember the hotel manager coming up to me and asking me if I performed anywhere else. And, when I said no I didn’t, but I’d love to, he asked me if I would come back and entertain hotel guests on a monthly basis. And, I was gob-smacked. So, since that party, I’ve gone on to have a residency at the Grand Hotel in Brighton for- I’m in my fifth year. And, we had a residency at the Savoy, performed for Prince Edward’s 50th birthday party in the company of Her Majesty, The Queen, and the royal family at his home. And, I don’t have a day job. I’m just a singer. The song really did give me my second chance, and I haven’t really looked back.


Mel Chua: My name’s Mel Chua I’m an engineering education researcher, and I live in Boston. I’m profoundly deaf. I was born hearing, but lost my hearing when I was two years old. I’m also a musician. Being deaf doesn’t mean you can’t hear at all.

Sarah Bareilles is one of the artists that I really enjoy. So, when I hear she was putting out a new CD and there was going to be a concert tour, I decided what a great opportunity to go and see her live in concert. I bought the tickets a bit over a month in advance of the concert. And, I figured that I better study for this concert, the same way I pretty much study for all of the music that I’m involved with. I got the CD in the mail. And for the next month, I would spend pretty much every moment I was driving in the car listening to that CD on loop.

And quite honestly, the first time I put it in and turned it on, it sounded horrible. And so, I just kept on listening to the CD on loop, on loop, on loop, until I basically memorized the cord structure, the transition, the percussive elements that I could hear, the vocals, the melody line. And, it was kind of cool, because once I figured something out, that part would snap into my memory. And so, there was a point in time where the rhythmic static at the beginning resolved itself into piano chords. Not because I could perceive more frequencies, not because I was hearing more sound, but because my brain had learned, “Oh, I know how to make sense of this now.”

Going in, I was pretty excited, like any other young person would be, going to a concert with one of their favorite artists. I was going, “Oh man, I’m going to see you in concert. This is going to be awesome!” And then, when she walked out and she started playing the music- and I’m sitting there, I’m trying to figure out which song this is. Which song is this? I’m pattern matching which song. And, the kick drum starts. I hear the beat and go, “Oh, that’s the drum part of Chasing the Sun.” And I sort of pulled up that file from my memory and loaded it. Then, all of the pieces clicked into place and I was inside the song.

She played song after song, after song. And, I’m just sort of beside myself because I figured out how to get myself inside what sometimes feels like a locked door. And I’m going, “Yes! I did it. I’m in.” And then, there was a point in the concert where the piano started doing this thing that- “This isn’t on any of her CDs. I don’t know what this song is.” So, there was this moment of panic, like when you’re taking an exam and you hit the question on the test and you realize, “Oh no, I didn’t know I was supposed to study for that.” This is going to be the part of the concert where I more or less sit out.

It was part way into when she had started singing and melody and the chords started making sense. And then I realized, “No, I have studied for this. I didn’t know I was studying for it.” By growing up in my family and sitting in my parents’ cars, they repeated subjected us to Frank Sinatra. I’ve studied for this. I know this song too. And, that felt like I had been preparing for it since I was a child.

After the concert, I was definitely on a concert high. I was kind of walking out of there going, “Ah! I’ve just spent all this time inside a concert hall with awesome music. Oh man!” And I just wanted to spin around in circles on the streets of Manhattan and be really happy, and eat tacos from a food truck cart, and be young and giddy and outside late at night. That concert wasn’t heaven, but it’s something that helped me understand what heaven is.

One of the things that I love most about music is that it makes time stop for me. It’s a sequence of sounds that are playing in time, but it makes me stand outside of time. It’s been heard by other people in the past, maybe people you care about, or people you’ve never met. But songs collapse time for me. It just rips through that space-time continuum. So, if I hear The Way You Look Tonight now, I’m not really thinking about past moments, I’m just inside the song. But in being inside the song, I’m inside all of the moments that I’ve been inside the song. So, it’s not going to the past, and it’s not visiting the future, it’s stepping outside of time and having all of those moments in time being joined.



  • Tue 19 Apr 2016 11:30
  • Sat 23 Apr 2016 15:30
  • Fri 1 Dec 2017 18:30
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