They Can't Take That Away from Me

"They Can't Take That Away from Me" is a 1937 popular song with music by George Gershwin and lyrics by Ira Gershwin. It was introduced by Fred Astaire in the 1937 film Shall We Dance.


The song is performed by Astaire on the lonely foggy deck of a 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 nostalgic memories[1] cannot be forced from them. Thus, it is a song of mixed joy and sadness.

The verse references the song "The Song Is Ended (but the Melody Lingers On)" by Irving Berlin:

Our romance won't end on a sorrowful note, though by tomorrow you're gone. The song is ended, but as the songwriter wrote, 'the melody lingers on'. They may take you from me, I'll miss your fond caress, but though they take you from me I'll still possess....

George Gershwin died two months after the film's release, and he was posthumously nominated for the Academy Award for Best Original Song at the 1937 Oscars but lost out to "Sweet Leilani" which had been made tremendously popular by Bing Crosby.

The song is featured in Kenneth Branagh's musical version of Shakespeare's Love's Labour's Lost (2000), in Stephen Herek's Mr. Holland's Opus (1995), and in Barry Levinson's Rain Man (1988). The melodic hardcore band Strung Out also sampled the song for the intro of "Analog", the opening track on their 2004 album Exile in Oblivion.

Other recordings

  • Fred Astaire with Johnny Green and His Orchestra – recorded March 14, 1937[2]
  • Billie Holiday – recorded in New York on April 1, 1937[2]
  • Artie Shaw – Hollywood, July 14, 1945[2]
  • Bing Crosby (recorded November 12, 1947)[3] – included in the album Bing Crosby Sings Songs by George Gershwin.
  • Charlie Parker – July 5, 1950[2], Charlie Parker with Strings
  • Mary Lou Williams – The London Sessions (1953)[2]
  • Louis Armstrong and Ella Fitzgerald – Ella and Louis (1956)[2]
  • Lester Young with Hank Jones and Harry Sweets Edison – Laughin' to Keep from Cryin' (1958)[2]
  • Frank Sinatra for his 1962 album Sinatra and Swingin’ Brass
  • Robbie Williams with Rupert Everett – Swing When You're Winning (2001)


  1. ^
  2. ^ a b c d e f g Gioia, Ted (2012). The Jazz Standards: A Guide to the Repertoire. New York City: Oxford University Press. pp. 430–432. ISBN 978-0-19-993739-4.
  3. ^ "A Bing Crosby Discography". BING magazine. International Club Crosby. Retrieved July 22, 2017.

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