Shall We Dance (1937)


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

Shall We Dance (1937) — selected standards

Brief Documentary

They Can’t Take That Away from Me: The Music of Shall We Dance, from the Shall We Dance DVD released 16 August 2005 – a 15 minute documentary (3 videos) with commentary by

  • Gershwin specialist, Kevin Cole
  • film critic, Leonard Maltin
  • film historian and author, Rick Jewell
  • Michael Feinstein: “a singer, a pianist, music revivalist, and an interpreter of, and anthropologist and archivist for, the repertoire known as the Great American Songbook (wikipedia).
  • bibliography archivist and Fred Astaire biographer, Larry Billman
  • John Meuller: author, Astaire biographer; and
  • Ava Astaire McKenzie, daughter of Fred Astaire.

1/3 – Introduction, background, snippet of Beginnner’s Luck


2/3 – discarded song titles, Shall We Dance, Let’s Call the Whole Thing Off, Slap That Bass (including rehearsal footage), They All Laughed at Christopher Columbus (continued in third video)


3/3 – They All Laughed (continued), Walking the Dog, They Can’t Take That Away From Me, on the death of George Gershwin


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.


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. notes that there were four 1937 hit recordings:

* Fred Astaire
* Ozzie Nelson and His Orchestra, vocal: Ozzie Nelson
* Tommy Dorsey and His Orchestra, vocal: Jack Leonard
* Billie Holiday and Her Orchestra

Fred Astaire in the film Shall We Dance (1937)


Billie Holiday — recorded in 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)


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




“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.


Let’s Call the Whole Thing Off

Fred Astaire and Ginger Rogers in Shall We Dance


Fred Astaire with Johnny Green & His Orchestra – 1937


Roy Fox and his Orchestra, vocals by Mary Lee and Denny Dennis


Billie Holiday and her Orchestra — recorded in New York, 1 April 1937 — Eddie Tompkins (tp) Buster Bailey (cl) Joe Thomas (as) Teddy Wilson (p) Carmen Mastren (g) John Kirby (b) Alphonse Steele (d) Billie Holiday (v)


Rosemary Clooney and Gene Puerling — I believe this is from an episode of The Rosemary Clooney Show, 1956-57


Ella Fitzgerald and Louis Armstrong – from the album Ella and Louis Again, 1957


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