They Can’t Take That Away from Me

On the set of Shall We Dance: l. to r. Hermes Pan, Fred Astaire, director Mark Sandrich, Ginger Rogers, George Gershwin, Ira Gershwin, Nat Shilkret

They Can’t Take That Away from Me (m. George Gershwin, w. Ira Gershwin) was introduced by Fred Astaire in the 1937 film Shall We Dance.

From Wikipedia:

The song is performed by Astaire on the foggy deck of the ferry from New Jersey to Manhattan. It is sung to Ginger Rogers, who remains silent listening throughout. No dance sequence follows, which was unusual for the Astaire-Rogers numbers. Astaire and Rogers did dance to it later in their last movie The Barkleys of Broadway (1949) in which they played a married couple with marital issues. The song, in the context of Shall We Dance, notes some of the things that Peter (Astaire) will miss about Linda (Rogers). The lyrics include “the way you wear your hat, the way you sip your tea”, and “the way you hold your knife, the way we danced till three.” Each verse is followed by the line “no, no, they can’t take that away from me.” The basic meaning of the song is that even if the lovers part, though physically separated the memories cannot be forced from them. Thus it is a song of mixed joy and sadness.


Useful links

“They Can’t Take That Away From Me”

Shall We Dance


Fred Astaire in the film Shall We Dance (1937)


Ozzie Nelson and his Orchestra — recorded on 12 March 1937; issued on Bluebird 6873, b/w “They All Laughed”


Johnny Green and Fred Astaire-Packard Hour, 1936 (1)

Fred Astaire with Johnny Green and his Orchestra –recorded on 14 March 1937; issued on Brunswick 7855, c/w “Beginner’s Luck”


Tommy Dorsey and his Orchestra, vocal Jack Leonard — recorded on 20 March 1937; issued on Victor 25549, c/w “I’ve Got Rain in My Eyes”


Billie Holiday – Session #18 New York, 1 April 1937, Billie Holiday & Her Orchestra (Vocalion) — Eddie Tompkins (tp) Buster Bailey (cl) Joe Thomas (as) Teddy Wilson (p) Carmen Mastren (g) John Kirby (b) Alphonse Steele (d) Billie Holiday (v)


Frank Sinatra – recorded 5 November 1953, arrangement: Nelson Riddle; issued on the 1954 LP “Songs for Young Lovers


Erroll Garner from the live album Concert By the Sea, recorded in Carmel California, 1955


Diana Krall Trio – live in Montreal, 5 June 1996 — Diana Krall: piano and vocal, Russell Malone: guitar, Paul Keller: bass



“Hoctor’s Ballet”: The film’s big production number begins with a ballet featuring a female chorus and ballet soloist Harriet Hoctor whose speciality [sic] was performing an elliptical backbend en pointe, a routine she had perfected during her vaudeville days and as a headline act with the Ziegfeld Follies. Astaire approaches and the pair perform a duet to a reprise of the music to They Can’t Take That Away From Me.


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