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They Can't Take That Away from Me (1937)

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Origin and Chart Information
In addition to Astaire’s wistful rendition of ‘They Can’t Take That Away From Me,’ the score included ‘Shall We Dance,’ ‘(I’ve Got) Beginners Luck,’ ‘They All Laughed,’ and ‘Let’s Call the Whole Thing Off.’”

- JW

Rank 86
Music George Gershwin
Lyrics Ira Gershwin

After the success of Porgy and Bess, which opened September 30, 1935, George and Ira Gershwin returned to Hollywood to write music exclusively for motion pictures. George was hoping to produce musical scores that would result in hit songs, and his aspirations were realized in the musicals Shall We Dance (1937) and Damsel in Distress (1937). Unfortunately he did not live to see the completion of The Goldwyn Follies (1938) for which he had written two hit songs, “Love is Here to Stay” and “Love Walked In.” George Gershwin died on July 11, 1937.

Although its storyline was thin and a bit tedious, Shall We Dance was a box-office success. The Gershwin score and the popularity of its stars, Fred Astaire and Ginger Rogers (their seventh film appearance in four years), overcame what the movie lacked in plot. In addition to Astaire’s wistful rendition of “They Can’t Take That Away From Me,” the score included “Shall We Dance,” “(I’ve Got) Beginners Luck,” “They All Laughed,” and “Let’s Call the Whole Thing Off,” all of which would become best selling recordings by Astaire. (Astaire reprises many of his hits in Steppin’Out, recorded in 1952 with a group of superlative jazz musicians.)


More on Fred Astaire at JazzBiographies.com

George Gershwin was counting on Shall We Dance to “plug” his songs and was initially disappointed. In his opinion “They Can’t Take That Away From Me” was all but wasted on the film due to the brevity of its performance (only the verse and just one chorus). His fears were unfounded as the song went on to do well on the pop charts:

  • Fred Astaire (1937, with Johnny Green and His Orchestra, #1 for 10 weeks)
  • Ozzie Nelson and His Orchestra (1937, Ozzie Nelson, vocal, #6)
  • Tommy Dorsey and His Orchestra (1937, Jack Leonard, vocal, #11)
  • Billie Holiday and Her Orchestra (1937, #12)

Chart information used by permission from
Joel Whitburn's Pop Memories 1890-1954

“They Can’t Take That Away From Me” would be the only Gershwin song to win an Academy Award nomination.


More on George Gershwin at JazzBiographies.com

In 1949, Fred Astaire sang “They Can’t Take That Away From Me” to Ginger Rogers again, in their first film together in ten years. MGM’s The Barkleys of Broadway was originally scheduled to star Fred Astaire and Judy Garland, reprising their recent success of Easter Parade. Garland did not show up, however, claiming health problems, and was replaced by Ginger Rogers, making it the tenth and last film for the dancing duo. Some of the Harry Warren score was modified to suit Roger’s voice, and the film’s producer, Arthur Freed, decided it would be a nostalgic touch to include “They Can’t Take That Away From Me.” Harry Warren was not happy about this, saying, “Not that I didn’t like the song, but there isn’t a composer alive who likes having a song by someone else interpolated into his score.”


More on Ira Gershwin at JazzBiographies.com

Ira’s inspiration for those lyrics was reportedly Paulette Goddard, the object of George’s romantic attention at the time, even though she was married to Charlie Chaplin.

In his book Easy to Remember: The Great American Songwriters and Their Songs William Zinsser suggests that “They Can’t Take That Away From Me” fits into the category he calls a “list” song. A list song is one that “used some kind of enumerating device to catalogue affairs of the heart.” He gives as other examples, “These Foolish Things,” “I Wish I Were in Love Again,” and, the king of list songs, “You’re the Top.”

More information on this tune...

Philip Furia
The Poets of Tin Pan Alley: A History of America's Great Lyricists
Oxford University Press; Reprint edition
Paperback: 336 pages

(Furia offers an analysis of the song’s lyrics in his book.)

Alec Wilder
American Popular Song: The Great Innovators, 1900-1950
Oxford University Press; Reprint edition
Hardcover: 576 pages

(Wilder analyzes the musical content of the song in his book.)

- Jeremy Wilson

Recommendations for This Tune
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Ahmad Jamal
The Legendary Okeh and Epic Recordings
2005 Sony 93580
Original recording 1955
Pianist Jamal is joined here by guitarist Ray Crawford and bassist Israel Crosby. Their performance of “They Can’t Take That Away From Me” is swinging and tightly arranged, showing the characteristics that made this trio so influential, particularly on the musical direction of Miles Davis with his mid-1950s quintet.

- Noah Baerman

Ella Fitzgerald, Louis Armstrong
Ella & Louis
Polygram Records
Original Recording 1956
Fitzgerald's silky voice wraps itself around Armstrong's gruff growl in this rendition, one of the best tracks on a great album.
Erroll Garner
Concert by the Sea
Sony 40589
original recording 1955
Garner's masterwork contains definitive versions of almost every song on the album. "You Can't Take That Away from Me"' is unforgettable.
Billie Holiday
The Collection
2004 Sony 61538
Original recording 1938
Holiday, backed by Teddy Wilson’s group, gives “They Can’t Take That Away From Me” a tender, lyrical and highly emotional treatment.
Sarah Vaughan
Swingin' Easy
1992 Polygram 14072
Original recording 1954
At a swinging tempo, Vaughan delivers a spunky, infectious performance. Her swinging trio, anchored by drummer Roy Haynes, keeps things moving throughout.
Mel Tormé
Mel Tormé Sings Fred Astaire
1994, Bethlehem
Original recording, 1956
The combination of Marty Paich’s arrangements, stellar jazz musicians, and Torme’s insightful approach to the songs that Astaire introduced makes this a desert island disc.
Duke Jordan
Trio & Quintet
1994, Savoy 149
Original recording, 1955
Pianist Jordan’s version of the song belies the bop influence of his time with Charlie Parker. Percy Heath and Art Blakey join him for this one.
Joe Pass
Blues for Fred
2004, Pablo
Original recording, 1988
Pass was the complete soloist on guitar, playing the bass line and the melody while keeping the rhythm going. Here he starts “You Can’t Take That Away from Me” sweetly and then ups the tempo.

- Ben Maycock

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