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

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.)

 

Fred Astaire began his vaudeville career at five, and by their early 20’s he and sister Adele were dancing (more...)

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.

 

George Gershwin is one of the Twentieth Century’s most revered composers. Despite his premature death at 38 his (more...)

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.”

 

Ira Gershwin possessed the wit and genius as a lyricist to match that of his composer brother George. Such songs (more...)

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.”

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. Andrι 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).
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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)
Also on This Page...

Music & Lyrics Analysis
Musician's Comments
Soundtracks

Jazz History Notes
Also by the Same Writers...
Reading & Research

CD Recommendations for This Tune
Click on a CD for more details at Amazon.com
Erroll Garner

Concert by the Sea
1990, Sony #40589
Original recording, 1955, Columbia
Garner’s masterwork contains definitive versions of almost every song on the album. “You Can’t Take That Away from Me” is unforgettable.

Mel Tormι

Mel Tormι Sings Fred Astaire
1994, Bethlehem
Original recording, 1956
The combination of Marty Paich’s arrangements, stellar jazz musicians, and Tormι’s insightful approach to the songs that Astaire introduced makes this a desert island disc.

Ella Fitzgerald/Louis Armstrong

Ella & Louis
2000, Polygram
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.

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.
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 523984

Dizzy Gillespie

Dizzy Gillespie 1952
Classics 1321

Dizzy Gillespie

Dizzy Gillespie 1952-1953
Classics 1347

Fred Astaire

Steppin’ Out: Astaire Sings
Polygram Records 523006
Written by the Same Composer or Team...
This section shows the jazz standards written by the same writing team. Click on a name to see all of a writer's jazz standards.

George Gershwin and Ira Gershwin

YearRankTitle
192418“The Man I Love”
192422“Oh, Lady Be Good!”
193024“Embraceable You”
193054“But Not for Me”
193857“Love Is Here to Stay”
193073“I Got Rhythm”
192677“Someone to Watch Over Me”
193786“They Can’t Take That Away from Me”
193788“A Foggy Day”
192798“’S Wonderful!”
1937158“Nice Work If You Can Get It”
1937201“Love Walked In”
1927213“How Long Has This Been Going On?”
1929320“Strike Up the Band”
1924329“Fascinating Rhythm”
1929381“Soon”
1931419“Who Cares? (So Long As You Care for Me)”
1935420“It Ain’t Necessarily So”
1930487“I’ve Got a Crush on You”
1936766“Let’s Call the Whole Thing Off”
1936927“They All Laughed”
1926983“Maybe”

George Gershwin, Ira Gershwin and Dubose Heyward

YearRankTitle
1935270“I Loves You Porgy”
1935539“Bess, You Is My Woman Now”

George Gershwin, Ira Gershwin and Gus Kahn

YearRankTitle
1929189“Liza (All the Clouds’ll Roll Away)”
Reading and Research

Additional information on “They Can't Take That Away from Me” may be found in:


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

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

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

1 paragraph including the following types of information: anecdotal.

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

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

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

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

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

Includes the following types of information: song lyrics.

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