They Can't Take That Away from Me

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"They Can't Take That Away from Me"
Song by Fred Astaire
B-side"(I've Got) Beginner's Luck"
PublishedFebruary 27, 1937 (1937-02-27) by Gershwin Publishing Corp., New York[1]
ReleasedApril 1937[2]
RecordedMarch 14, 1937 (1937-03-14)[3]
StudioLos Angeles, California
LabelBrunswick 7855
Composer(s)George Gershwin
Lyricist(s)Ira Gershwin
Fred Astaire singles chronology
"Never Gonna Dance"
"They Can't Take That Away from Me"
"They All Laughed"

"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 and gained huge success.


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[5] 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[edit]

See also[edit]


  1. ^ Library of Congress. Copyright Office. (1937). Catalog of Copyright Entries 1937 Musical Compositions New Series Vol 32 Pt 3 For the Year 1937. United States Copyright Office. U.S. Govt. Print. Off.
  2. ^ "Cover versions of They Can't Take That Away from Me by Fred Astaire with Johnny Green and His Orchestra | SecondHandSongs". Retrieved 2021-08-04.
  3. ^ "BRUNSWICK 78rpm numerical listing discography: 7500 - 8000". Retrieved 2022-03-20.
  4. ^ Horton, Matthew (2015). "Fred Astaire - "They Can't Take That Away From Me". In Dimery, Robert (ed.). 1001 Songs You Must Hear Before You Die. New York: Universe. p. 54.
  5. ^ Browne, Ray Broadus; Ambrosetti, Ronald J. (1993). Continuities in Popular Culture: The Present in the Past & the Past in the Present and Future. Popular Press. ISBN 9780879725938.
  6. ^ a b c d e f 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.
  7. ^ "A Bing Crosby Discography". BING magazine. International Club Crosby. Retrieved July 22, 2017.
  8. ^ "Erroll Garner: The Complete "Concert by the Sea" (Columbia/Legacy 20842)". 5 March 2019.
  9. ^ "Tina May – It Ain't Necessarily So: Overview". AllMusic. Retrieved April 1, 2022.