They Can't Take That Away from Me
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 memories cannot be forced from them. Thus it is a song of mixed joy and sadness.
- 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.
- Fred Astaire – recorded March 18, 1937 with Johnny Green and His Orchestra, LA 1272-B – 3:06
- Billie Holiday – recorded in New York on June 30, 1937, Columbia C3L 37 – 3:03
- Bing Crosby (recorded November 12, 1947) – included in the album Bing Crosby Sings Songs by George Gershwin.
- Charlie Parker – Charlie Parker with Strings (1949)
- Frank Sinatra – Songs for Young Lovers (1954 EP, 1962), Sinatra and Swingin' Brass (1962)
- Sarah Vaughan – Sarah Vaughan with Clifford Brown (1954), Swingin' Easy (1957), Gershwin Live! (1982)
- 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)
- Lester Young – Laughin' to Keep from Cryin' (1958)
- Shirley Bassey – The Fabulous Shirley Bassey (1959)
- Ella Fitzgerald – Ella Fitzgerald Sings the George and Ira Gershwin Songbook (1959)
- Julie London – Your Number Please (1959), By Myself (1965)
- Nancy Walker performed the song on The Muppet Show (1977/78)
- June Christy – A Lovely Way to Spend an Evening (1986)
- Mel Torme - Mel Tormé Sings Fred Astaire (1956)
- Patti Austin – The Real Me (1988)
- Tuck & Patti – Love Warriors (1989)
- Harry Connick, Jr. – The New York Big Band Concert (1992)
- Harry Groener – Crazy for You (1992)
- Tony Bennett – Steppin' Out (1993), MTV Unplugged: Tony Bennett (1995)
- Frank Sinatra and Natalie Cole – Duets (1993)
- Lisa Stansfield – The Glory of Gershwin (1994), Live at Ronnie Scott's (2005)
- John Pizzarelli – After Hours (1996)
- Diana Krall – Love Scenes (1997)
- Susannah McCorkle – Someone to Watch Over Me—Songs of George Gershwin (1998)
- Smoke City – Red Hot + Rhapsody (1998)
- Jamie Cullum – Heard It All Before (1999)
- Stacey Kent – Let Yourself Go: Celebrating Fred Astaire (1999), Dreamer in Concert (2011)
- Robbie Williams and Rupert Everett – Swing When You're Winning (2001)
- Rod Stewart – It Had to Be You: The Great American Songbook (2002)
- Eliane Elias – Bossa Nova Stories (2008)
- 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
- Johnny Dankworth – Too Cool for the Blues (2010)
- Brian Wilson – Brian Wilson Reimagines Gershwin (2010)
- Gloria Estefan – The Standards (2013)
- Uri Caine – Rhapsody in Blue (2013)
- Matt Dusk and Margaret – Just the Two of Us (2015)
- Kristin Chenoweth – The Art of Elegance (2016)
- "A Bing Crosby Discography". BING magazine. International Club Crosby. Retrieved July 22, 2017.