"They Can't Take That Away from Me" is a 1937 song (see 1937 in music) written by George Gershwin and Ira Gershwin and 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.
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.
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.
Notable recordings 
- Fred Astaire - recorded March 18, 1937 with Johnny Green and His Orchestra, LA 1272-B — 3:06
- Julie London - recorded with, —
- Billie Holiday - recorded in New York on June 30, 1937, Columbia C3L 37 — 3:03
- Charlie Parker - Charlie Parker with Strings (1949)
- Erroll Garner - Concert by the Sea (1955)
- Ella Fitzgerald and Louis Armstrong - Ella and Louis (1956)
- Perry Como - We Get Letters (1957)
- Anita O'Day - Anita Sings the Most (1957)
- Sarah Vaughan - Swingin' Easy (1957), Gershwin Live! (1982)
- Ella Fitzgerald - Ella Fitzgerald Sings the George and Ira Gershwin Songbook (1959)
- Frank Sinatra - (1953), Sinatra and Swingin' Brass (1962) — 1:58 (digitally remastered in 2009), (1993)
- Nancy Walker performed the song on The Muppet Show (1977/78)
- Shirley Bassey - "The Fabulous Shirley Bassey" (1959)
- June Christy - A Lovely Way to Spend An Evening (1986), Spotlight on June Christy (1995)
- Harry Groener - Crazy for You (1992)
- Harry Connick, Jr. - The New York Big Band Concert (1992)
- Frank Sinatra and Natalie Cole - Duets (1993)
- Tony Bennett - Steppin' Out (1993), MTV Unplugged: Tony Bennett (1995)
- John Pizzarelli - After Hours (1996)
- Diana Krall - Love Scenes (1997)
- Susannah McCorkle - Someone to Watch Over Me—Songs of George Gershwin (1998)
- Stacey Kent - Let Yourself Go: Celebrating Fred Astaire (1999)
- Jamie Cullum - Heard It All Before (1999)
- Smoke City - Red Hot + Rhapsody (1998)
- Robbie Williams and Rupert Everett - Swing When You're Winning (2001)
- Rod Stewart - It Had to Be You: The Great American Songbook (2002)
- Sal Viviano - The Standards Of Love (2008)
- Alison Balsom (trumpet) and Sarah Connelly (mezzo-soprano) - arrangement by Barry Forgie performed at the Last Night of the Proms at the Royal Albert Hall, London on 12 September 2009
- Brian Wilson - Brian Wilson Reimagines Gershwin (2010)
- Johnny Dankworth - Too Cool For The Blues (2010)
- Gloria Estefan - The Standards (2013)
See also