Song 45 – They Can’t Take That Away From Me

SONG: They Can’t Take That Away From Me

ARTIST: Fred Astaire

YEAR: 1952

Listen to it here: 


“They Can’t Take That Away from Me” was written by the superstar sibling team of George (music) and Ira (lyrics) Gershwin for the 1937 film, Shall We Dance, where it was sung by Fred Astaire, standing on the lonely foggy deck of a ferry from New Jersey to Manhattan. In the movie, it’s sung to Ginger Rogers, who silently listens throughout. Unlike many other Fred Astaire/Ginger Rogers collaborations, they don’t end up dancing together at the end of this song.

George Gershwin died two months after the film’s release, and he was posthumously nominated for an Academy Award for Best Original Song in the 1937 Oscars. It was beaten out by Bing Crosby’s “Sweet Leilani” 


Fred Astaire was born Frederick Austerlitz in Omaha, Nebraska in 1899. He had a stage, film, and television career that spanned a total of 76 years, and he starred in more than 10 Broadway musicals, made 31 musical films, four television specials, and a ton of recordings. Astaire’s mother dreamed of escaping Omaha on the coattails of her childrens’ talents. Both Astaire and his sister were instinctively good dancers, and “brother and sister acts” were common in vaudeville at that time. When Astaire’s father lost his job, the family moved to New York City to try to launch the show business careers of their children. At this time, the family changed their name from Austerlitz, which they felt too reminiscent of the Battle of Austerlitz to Astaire. 

The children attended a prestigious school for the performing arts, and developed their first act together. They gave it the slick title of Juvenile Artists Presenting an Electric Musical Toe-Dancing Novelty. It featured Fred Astaire wearing a top hat and tails for the first half, and a lobster costume for the second half. No reason given. They got some recognition early on, with a New Jersey paper stating that “the Astaires are the greatest child act in vaudeville.” 

Astaire’s dad was an excellent salesman and helped get his children a major contract on the “Orpheum Circuit” in the Midwest, West, and South of the US. But, Adele grew to be at least three inches taller than Fred, and the pair started to look kind of incongruous as a result. They also had to take a break due to some concerns regarding child labour laws. In 1912, they were back on stage with mixed results. A year later, Fred had started taking on the musical responsibilities of their act, and met George Gershwin at age 17, when Gershwin was working as a song plugger (a pianist hired by department stores to play the latest sheet music in store to attract sales of said sheet music). Their chance meeting affected both men’s careers profoundly. 

The Astaire children broke into Broadway in 1917, and they continued to win popular acclaim with George and Ira Gershwin’s Lady Be Good and Funny Face, among other shows. During a break in their Broadway pursuits, the siblings went to Hollywood for a screen test at Paramount, but they were deemed unsuitable for film. 

The Astaire children’s due split in 1932, when Adele married her first husband, Lord Charles Cavendish, second son of the 9th Duke of Devonshire. Fred was very upset over the end of his partnership with his sister, but it pushed him to expand his range. Eventually, he appeared in a few Hollywood films with different partners, before his big break with Ginger Rogers. He was hesitant to turn this success with Ginger into a partnership, though, and wrote to his agent “I don’t mind making another picture with her, but as for this ‘team’ idea, it’s out! I’ve just managed to live down one partnership and I don’t want to be bothered with any more.” However, he was persuaded by the public’s reaction to the pair together, and then went on to make nine films together at RKO. 


According to Hollywood folklore, a screen test report on Astaire for RKO Radio Picture is reported to have read: “Can’t sing. Can’t act. Balding. Can dance a little.”


I was all ready to give this ditty a 10/10 and be on with the next, because I love Gershwin and I love Fred Astaire dancing.  But singing….

First things first.  This is another song that was difficult to be objective about given 1. How much I love the work of Gershwin 2. How many times I’ve heard a high school vocal jazz group warble through a castrated arrangement and 3. I believe the Louis and Ella version is the definitive version.  The song itself is a great song – a sweet and somewhat melancholic adieu to an ending relationship.  I often think the singer/narrator doesn’t really want the relationship to end, and is walking away but constantly looking back to see if their former flame is also looking back.  Sadly, this version doesn’t really do it for me.  I’m used to it being a duet, that playful little give and take I think it lends itself better to the song.  I also like a bit of a slower, more languid tempo, which makes me think more about the singer sadly reminiscing of love gone sour.  Finally, although I love Fred Astaire’s dancing and think he was really gifted, I don’t love the singing.  Great song, mediocre rendition.


I really had trouble writing this review because I normally really like this song. I think what this version is missing is the back and forth banter that most renditions following this one have. I’m trying to listen to this song as if it’s the first time I’ve heard it but it’s hard! The Gershwin brothers have written a solid song, with a good melody, and lots of development. I really like the “bumpy road to love” section that moves in and out of a minor key so smoothly, but I just can’t say I like this particular arrangement. The orchestra in the background hasn’t aged super well, especially with the strings, and Fred Astaire, as charming as he is, seems to be pushing his voice a little, and also his “swinging” bothers me. It feels like he’s trying too hard to stick to the script, and it sounds a little boxed in and not super genuine as a result. But, I still really like this song.  

Average mark out of 10:

Holly: 6/10

Kelly: 6/10

Other notable versions of this song:

THIS is what I hear when I think of this song – Ella and Louis:

Tony Bennett (at 92 years old!) and Diana Krall:

A significantly faster version by Judy Garland:

Listen with us!

Link to 1,001 Songs to Hear Before You Die spotify playlist:

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