Can’t Take My Eyes off You | Chords + Lyrics
Intro
||: F#/E | Am6/E | Emaj9 | Emaj9 :||
Verse 1
| E | E | Emaj7 | Emaj7 |
You’re just too good to be true, can’t take my eyes off of you.
| E7 | E7 | A | A |
You’d be like Heaven to touch, I wanna hold you so much.
| Am6 | Am6 | E | E |
At long last, love has arrived, and I thank God I’m alive.
| F#/E | Am6/E | Emaj9 | Emaj9 |
You’re just too good to be true, can’t take my eyes off of you.
Verse 2
Pardon the way that I stare, there’s nothin’ else to compare
The sight of you leaves me weak, there are no words left to speak.
But if you feel like I feel, please let me know that it’s real.
You’re just too good to be true, can’t take my eyes off of you.
Instrumental 1
| F#m | B9 | E6 | E6 |
| F#m | B9 | E6 | C#7#9 | C#7#9 |
Chorus 1
| F#m7 | B11 | G#m7 | C#m7 |
I love you, Baby, and if it’s quite alright I need you, baby, to warm the lonely night.
| F#m7 | B11 | Emaj7 | C#7 |
I love you, Baby, trust in me when I say. Oh pretty,
| F#m7 | B11 | G#m7 | C#m7 |
Baby, don’t bring me down, I pray, oh, pretty Baby, now that I’ve found you, stay.
| F#m7 | F#m7 | D9 | D9 |
And let me love you, baby, let me love you.
Verse 3
| G | G | Gmaj7 | Gmaj7 |
You’re just too good to be true, can’t take my eyes off of you.
| G7 | G7 | C | C |
You’d be like Heaven to touch, I wanna hold you so much.
| Cm6 | Cm6 | G | G |
At long last, love has arrived, and I thank God I’m alive.
| A/G | Cm6/G | G | G |
You’re just too good to be true, can’t take my eyes off you.
Instrumental 2
| F#m | B9 | E6 | C#7#9 | C#7#9 |
I love you,
Chorus 2
| F#m7 | B11 | G#m7 | C#m7 |
Baby, and if it’s quite alright I need you, baby, to warm the lonely night. I love you,
| F#m7 | B11 | Emaj7 | C#7 |
Baby, trust in me when I say. Oh pretty,
| F#m7 | B11 | G#m7 | C#m7 |
Baby, don’t bring me down, I pray, oh, pretty Baby, now that I’ve found you, stay, oh, pretty,
| F#m7 | B11 | Emaj7 | C#7 | to fade
Baby, trust in me when I say. Oh, pretty…
Can’t Take My Eyes Off You: A Chordal Masterpiece with Unique Modulations
What we have in Can’t Take My Eyes Off You is a true chordal masterpiece.
The intro, which also closes the verse, features slash chords, including the exceptionally rare Am6/E—so unusual that I don’t think I’ve ever seen it elsewhere.
Using Roman numerals, the intro progression is:
||: F#/E (I/9) | Am6/E (IVm/5) | Emaj9 (I) | Emaj9 :||
The maj9 extension results from combining all the notes in the horn melody. I’ve arranged a way to play this on guitar in a single part—here’s the TAB: Can’t Take My Eyes Off You – Guitar Lesson with TAB.
The verse follows a concept similar to Kiss Me, using a descending static I chord. It also includes the IV – IVm movement before leading back into the intro progression:
| E (I) | E | Emaj7 | Emaj7 |
| E7 | E7 | A (IV) | A |
| Am6 (IVm) | Am6 | E | E |
| F#/E (I/9) | Am6/E (IVm/5) | Emaj9 |
Before the chorus, we get an instrumental section where the audience often sings the horn line—a rare and magical moment. The chords are:
| F#m (II) | B9 (V) | E6 (I) | E6 |
| F#m | B9 | E6 | C#7#9 (VIalt) | C#7#9 |
The chorus echoes the instrumental section but with subtle variations:
||: F#m7 (II) | B11 (V) | G#m7 (III) | C#m7 (VI) |
|1. F#m7 | B11 | Emaj7 | C#7 (VIx) :||
|2. F#m7 | F#m7 | D9 | D9 |
That final D9 sets up the next verse, which modulates up a minor third—an uncommon but brilliant twist. Even more impressively, the song later returns to its original key for the instrumental and final chorus.
Here’s the verse in its new key of G:
| G | G | Gmaj7 | Gmaj7 |
| G7 | G7 | C | C |
| Cm6 | Cm6 | G | G |
| A/G | Cm6/G | G | G |
Arranging the full TAB for Can’t Take My Eyes Off You took ages, but it was absolutely worth it. I’d love to record this with a singer and create step-by-step lessons.
Until then, you’ll have to rely on the TAB and this chord chart!
Can’t Take My Eyes off You Chord Chart | PDF + IReal Pro
Should you want to download this chart, here’s a PDF: Can’t Take My Eyes off You chord chart PDF.
This chord chart was created using iReal Pro, here’s a link to that file: Can’t Take My Eyes off You chord chart iReal Pro. Using this and the iRealPro app, you can change the key.
Can’t Take My Eyes Off You was Frankie Valli’s biggest hit!
The sensational Can’t Take My Eyes Off You was written by record producer Bob Crewe and Bob Gaudio, who also provided backing vocals for Frankie Valli’s band, The Four Seasons.
Released under Valli’s name alone, this became his biggest hit—only December 1963 (Oh, What a Night!) comes close.
As one of the most recognised songs in popular music history, you might expect its chords to be relatively simple. But take a closer look and you’ll find a masterclass in complex harmonic songwriting!
The only other song I can think of with a similarly intricate chord structure and unusual arrangement that achieved worldwide fame is Over the Rainbow—and that’s one of the greatest songs ever written.
Notable covers of Can’t Take My Eyes Off You can be heard by A-ha singer Morten Harket, Barry Manilow and Fugees. Check them all out in the playlist at the top of the page.
Can’t Take My Eyes Off You Chords: Continue Learning
Want to master this song? Check out the full TAB lesson here: Can’t Take My Eyes Off You (Frankie Valli) Guitar Lesson with TAB.
Alternatively, here are five similar tunes you might enjoy:
- December, 1963 (Oh, What A Night!)
- I Say A Little Prayer
- Son Of A Preacher Man
- You’re All I Need To Get By
- Young Hearts Run Free