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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

Music and Lyrics Analysis

Much has been written about George Gershwin’s use of repeated notes in songs like “I Got Rhythm,” “Lady Be Good,” and “A Foggy Day.” In Wayne Schneider’s The Gershwin Style: New Looks at the Music of George Gershwin, contributor C. Andre Barbera says that this device is compelling for jazz musicians: “[Repeated notes build] melodic tension while emphasizing rhythm and holding the door open for harmonic ingenuity.”

In the case of “They Can’t Take That Away From Me,” the extent of the repeated notes apparently was not by original design. According to Edward Jablonski in Gershwin: A Biography, the melody started out as “…a simple but haunting rhythmic manipulation of a single tone: three eighth notes and one quarter note.” Ira, however suggested two more repeated notes so he could fit the lyrics, “The way you wear your hat…” -JW

Musical analysis of “They Can’t Take That Away from Me”

Original Key Eb major, going temporarily to G minor in the bridge
Form A1 – A2 – B – A2 with two-measure extension
Tonality “A” is primarily major; “B” goes to the minor.
Movement Repeated tones in “A” section are followed by skips up and down and then descending pentatonically; “B” is based on a descending pentatonic pattern.

Comments     (assumed background)

Once again, Gershwin demonstrates his ability to create a masterpiece with very little in the way of material. The entire piece is based on two closely related pentatonic scales – Eb and Bb (over G minor tonality). He uses one additional note (Ab) only one time, going into the two-measure tag at the end. The sophisticated harmonic progression, with its ascending embellishment chords and the use of altered chords, belies the melodic simplicity but also creates challenges for the performer.

At many significant points in the song there is a chord change every beat. For example, the first sustained note is played over an ascending I –ii7 - #ii˚7 – I6 (3rd in the bass), while the penultimate measure of A, containing the title line, is played IV – ii7 – iiim7(b5) – VI7(b9) – II7 or IV – ii7 – V7 – V7 (first inversion) at the rate of one chord per beat. Functionally, they are not necessary since they represent simple three-chord cadences (IV – VI7 – II7 or IV – V7 – I), but much of this song’s richness would be lost without them. The same might be said for the I – V7 sequence of “B”. Were it not for the addition of the ii7(b5), it would become tedious very quickly.

K. J. McElrath - Musicologist for JazzStandards.com

Check out K. J. McElrath’s book of Jazz Standards Guide Tone Lines at his web site (www.bardicle.com).
Musicians' Comments

When performing in Italy, I didn’t speak Italian so I wanted to perform recognizable songs that would cross over the language barrier. The recording is from a concert in a church in a small village outside of Turin at the base of the Alps. My musicians were from the area and it didn’t matter that I was singing in English because the musicians and audience were very familiar with the American Songbook or Jazz Standards. The audience began clapping when I started to sing. They obviously recognized the song and were happy that it was on the program.

Amanda Carr, jazz vocalist/pianist
www.AmandaCarr.com


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Soundtrack information
“They Can't Take That Away from Me” was included in these films:

And in the Broadway musical:

  • Crazy for You (1992, Harry Groener)
Reading and Research
Additional information for "They Can't Take That Away from Me" may be found in:

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


(1 page including the following types of information: lyric analysis.)

Wayne Schneider
The Gershwin Style: New Looks at the Music of George Gershwin
Oxford University Press
Hardcover: 290 pages


(1 paragraph including the following types of information: music analysis.)

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


(4 paragraphs including the following types of information: music analysis.)

Joan Peyser
The Memory of All That: The Life of George Gershwin
Watson-Guptill Publications; Reprint edition
Paperback: 319 pages


(1 paragraph including the following types of information: anecdotal.)

Thomas S. Hischak
The American Musical Film Song Encyclopedia
Greenwood Press
Hardcover: 536 pages


(1 paragraph including the following types of information: summary, lyric analysis and music analysis.)

Max Morath
The NPR Curious Listener's Guide to Popular Standards
Perigee Books
Paperback: 235 pages


(1 paragraph including the following types of information: history and performers.)

Susan Sackett
Hollywood Sings!: An Inside Look at Sixty Years of Academy Award-Nominated Songs
Pub Overstock Unlimited Inc
Paperback: 332 pages


(5 paragraphs including the following types of information: film productions, history and performers.)

Ira Gershwin
Lyrics on Several Occasions
Limelight Editions
Paperback: 424 pages


(2 pages including the following types of information: history, lyric analysis and song lyrics.)

Philip Furia
Ira Gershwin: The Art of the Lyricist
Oxford University Press; Reprint edition
Paperback: 308 pages


(2 pages including the following types of information: anecdotal and lyric analysis.)

Robert Gottlieb, Robert Kimball
Reading Lyrics
Pantheon
Hardcover: 736 pages


(Includes the following types of information: song lyrics.)
Also on This Page...

Music & Lyrics Analysis
Musician's Comments
Soundtracks
Reading & Research

Jazz History Notes
Getting Started
CD Recommendations
Listen and Compare
By the Same Writers...

Jazz History Notes

For a few months during 1937 Count Basie had vocalist Billie Holiday with his band. Sadly no commercial recordings were made with Holiday, but there are a handful of live broadcast recordings, including “They Can’t Take That Away from Me,” showing Holiday in a much more relaxed form than on her April, 1937, studio recording.

Alto sax wonder Charlie Parker was next to record the tune, in 1950, on his famous session with strings. Parker’s frequent colleague, trumpeter Dizzy Gillespie, would do two versions, in 1952 and 1953.

Fred Astaire, dancer and vocalist who introduced the tune in 1937, would revisit it (along with other numbers from his movie career) in a session for Verve Records, with Oscar Peterson and guest all-stars in 1952.

Chris Tyle - Jazz Musician and Historian


Count Basie / Billie Holiday
Count Basie Orchestra featuring Billie Holiday: At the Savoy Ballroom
Grammercy Records

Charlie Parker
Charlie Parker with Strings: The Master Takes
Polygram Records 23984
Original recording, 1950
iTunes
Dizzy Gillespie
Dizzy Gillespie 1952
Classics 1321

Dizzy Gillespie
Dizzy Gillespie 1952-1953
Classics 1347

Fred Astaire
Steppin' Out: Astaire Sings
Polygram Records
Original recording 1952
iTunes
Getting Started
This section suggests definitive or otherwise significant recordings that will help jazz students get acquainted with “They Can't Take That Away from Me.” These recordings have been selected from the Jazz History and CD Recommendations sections.

It seems as though every major vocalist in jazz since the late 1930s has lent his or her skills to “They Can’t Take That Away From Me,” from Billie Holiday’s pathos-laden 1937 version (The Billie Holiday Collection) to the more lighthearted 1956 recording by Ella Fitzgerald and Louis Armstrong (Ella and Louis). Perhaps the best place to start exploring this tune, however, is by listening to the man who popularized the tune, Fred Astaire. He revisited the tune in 1952 (Steppin' Out: Astaire Sings), with the accompaniment of Oscar Peterson’s group adding a layer of jazz authenticity.

Noah Baerman - Jazz Pianist and Educator

CD Recommendations for This Tune
Click on any CD for more details at Amazon.com
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.
iTunes
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.
iTunes
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.
iTunes
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.
iTunes
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.
iTunes
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.
iTunes
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

Written by the Same Composer(s)...
This section shows the jazz standards written by the same writing team.

George Gershwin and Ira Gershwin

Year Rank Title
1924 18 The Man I Love
1924 22 Oh, Lady Be Good!
1930 24 Embraceable You
1930 54 But Not for Me
1938 57 Love Is Here to Stay
1930 73 I Got Rhythm
1926 77 Someone to Watch Over Me
1937 86 They Can't Take That Away from Me
1937 88 A Foggy Day
1927 98 'S Wonderful!
1937 158 Nice Work If You Can Get It
1937 201 Love Walked In
1927 213 How Long Has This Been Going On?
1929 320 Strike Up the Band
1924 329 Fascinating Rhythm
1929 381 Soon
1931 419 Who Cares? (So Long As You Care for Me)
1935 420 It Ain't Necessarily So
1930 487 I've Got a Crush on You
1936 766 Let's Call the Whole Thing Off
1936 927 They All Laughed
1926 983 Maybe

George Gershwin, Ira Gershwin and DuBose Heyward

Year Rank Title
1935 270 I Loves You Porgy
1935 539 Bess, You Is My Woman Now

George Gershwin, Ira Gershwin and Gus Kahn

Year Rank Title
1929 189 Liza (All the Clouds'll Roll Away)

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