"The Way You Look To-night" is a song from the film Swing Time that was performed by Fred Astaire and composed by Jerome Kern with lyrics written by Dorothy Fields. It won the Academy Award for Best Original Song in 1936. Fields remarked, "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." In the movie, Astaire sang "The Way You Look To-night" to Ginger Rogers while she was washing her hair in an adjacent room. Astaire's recording was a top seller in 1936. Other versions that year were by Guy Lombardo and Teddy Wilson with Billie Holiday. Composition and publication The song was sung by Fred Astaire in the 1936 film Swing Time in the key of D major, but it is typically performed in E-flat major with a modulation to G-flat major. It was first copyrighted on March 17, 1936 as "Way (The) you look to-night; song from I won't dance", and was unpublished ("I Won't Dance" was a song from the 1935 film Roberta by Kern and Fields). The next copyright on July 24, 1936 was from Swing Time and was published. Both were renewed in 1963. Contemporary recordings Fred Astaire recorded "The Way You Look To-night" in Los Angeles on July 26, 1936. Bing Crosby and his wife Dixie Lee recorded the song as a duet on August 19. To take advantage of the song's success, pianist Teddy Wilson brought Billie Holiday into a studio 10 weeks after the film Swing Time was released. Holiday was 21 when she recorded "The Way You Look Tonight" with a small group led by Wilson in October 1936. A number of British dance bands also made contemporary cover recordings of the song: Ambrose (with vocals by Sam Browne), Roy Fox (with vocals by Denny Dennis), Tommy Kinsman, Harry Roy, Carroll Gibbons and the Savoy Hotel Orpheans (vocal by George Melachrino) and Jay Wilbur (with vocals by Sam Costa). Cover versions Six years passed before the song appeared on the charts again, this time in a version by Benny Goodman with Peggy Lee on vocals and Mel Powell on celeste. A live recording was released by Dave Brubeck Quartet in their 1953 live album Jazz at Oberlin. The most popular and imitated version was recorded by Frank Sinatra with the Nelson Riddle