George Gershwin, music · Ira Gershwin, lyrics · Introduced by Fred Astaire in the film Shall We Dance, 1937
They Can't Take That Away from Me
Fred Astaire introduced it in the 1937 film Shall We Dance. The words list small memories of a loved one, which makes it a so-called list song. Hear it from Billie Holiday, Charlie Parker, Ella Fitzgerald and Louis Armstrong, Frank Sinatra and Diana Krall.
Listen in this order
The path starts with Fred Astaire's 1937 record and follows the song through the decades that followed. It moves from a jazz singer and a saxophonist over strings to two piano trios, a studio vocal, a famous duet and a tenor saxophone with a full .
Fred Astaire with Johnny Green and His Orchestra · 1937
Single, with
Astaire recorded it on March 14, 1937, in Los Angeles with Johnny Green and His Orchestra, and Brunswick released the record that April. According to JazzStandards.com, it reached number one on the pop charts for ten weeks.
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Listen for
Astaire sings with Johnny Green's orchestra behind him. The words name one small memory after another, and a repeated line comes back after each.
Try it on your instrument
Play the melody in E♭, then add the of the first four of the : and , then and , then Fm7, then . Sing or hum along with the record to hear where each memory ends.
Single, with Let's Call the Whole Thing Off on the other side
Holiday recorded it in New York on April 1, 1937, with a band that included pianist Teddy Wilson and clarinetist Buster Bailey. Vocalion issued it on the same record as Let's Call the Whole Thing Off, another song from Shall We Dance.
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Holiday sings it a few weeks after Astaire's record, with a small jazz band behind her. Listen to how a piano, a clarinet and a trumpet take the place of his orchestra.
Try it on your instrument
Play the first four of the with a swing feel: and , Gm7 and D7♭9, Gm7 and , then and D7♭9. Sing or play the melody over them.
Parker recorded it in New York on July 5, 1950, with a string section, harp, oboe and French horn plus a piano, bass and drum , arranged and conducted by Joe Lippman. Mercury issued it as a single, catalog number 11071.
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Listen for
Parker's alto saxophone leads. Strings and a harp play behind him, and a piano, bass and drums keep the pulse underneath.
Try it on your instrument
Learn the melody slowly and play it straight. Then add a few notes of your own in the gaps between phrases. A smaller version is to hold the long notes a little longer, as a horn player would. Inventing a full solo over the takes more practice than this.
Oscar Peterson recorded it in Los Angeles on January 26, 1952, with guitarist Irving Ashby and bassist Ray Brown. It came out on Mercury 89009 and on the LP Oscar Peterson Plays Pretty, later reissued as Pastel Moods.
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Peterson leads on piano, with a guitar and a bass beside him. It is the second shortest version on the path, under three minutes.
Try it on your instrument
Play it as a trio. One person plays the melody, one plays the , one plays bass notes. Alone, play the melody with your right hand and the root of each chord with your left.
Sinatra recorded it at Capitol Studios in Hollywood on November 5-6, 1953, for Songs for Young Lovers. George Siravo wrote the arrangement, Nelson Riddle conducted, and Capitol released the album in January 1954.
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This is the shortest version on the path, under two minutes. Sinatra's voice stays out front, with an arranged accompaniment behind him.
Try it on your instrument
Count the as you play. The two last eight bars each, the eight more, and the last A runs twelve. The four extra bars at the end go , , and , then and .
Garner played it at Sunset School in Carmel-by-the-Sea, California, on September 19, 1955, with bassist Eddie Calhoun and drummer Denzil Best. Nobody had planned to record the concert, and an Armed Forces Radio Network engineer's tape became the album Concert by the Sea.
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This is a concert recording, so you hear a room rather than a studio. Garner's piano leads, with bass and drums behind him.
Try it on your instrument
Play the melody with your right hand and one on each beat with your left. Start with the : , , , , Fm7, then .
Ella Fitzgerald and Louis Armstrong · 1956 · Vocal
Ella and Louis
Fitzgerald and Armstrong recorded it on August 16, 1956, at Capitol Studios in Hollywood, backed by the Oscar Peterson Quartet. Verve released the album Ella and Louis that October.
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Both stars sing, and Armstrong also plays trumpet. The Oscar Peterson Quartet plays behind them on piano, guitar, bass and drums.
Try it on your instrument
Find a partner and split the song: one of you plays or sings the melody, the other answers between phrases with a few notes from the underneath. Alone, play the melody, then play the notes of each chord one at a time.
Zoot Sims recorded it at RCA Studios in New York on June 6, 1975, for an album of Gershwin songs on Pablo. Oscar Peterson played piano and Joe Pass guitar, with George Mraz on bass and Grady Tate on drums.
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There are no words on this one. Sims plays the tune on tenor saxophone, with Peterson's piano, Pass's guitar, bass and drums behind him.
Try it on your instrument
Play the 's , , , Fm7, , , , . Then play only the notes of each chord, one at a time, in a steady rhythm. Soloing freely over takes more practice than this.
Fred Astaire sings it in the film Shall We Dance in 1937 and records it with Johnny Green's orchestra that March. Billie Holiday follows in April with a small jazz band.
1950s
Charlie Parker plays it over strings in 1950, and Frank Sinatra records it in 1953. Ella Fitzgerald and Louis Armstrong sing it together in 1956.
1970s
Zoot Sims records it in 1975 for an album of Gershwin songs, with Oscar Peterson on piano and Joe Pass on guitar.
1980s
Joe Pass plays it alone on guitar in February 1988, in Berkeley, California, on the album Blues for Fred.
1990s
Diana Krall sings it and plays piano on Love Scenes in 1997, with Russell Malone on guitar and Christian McBride on bass.
2000s
Stacey Kent sings it on Let Yourself Go: Celebrating Fred Astaire, released in March 2000, with saxophonist Jim Tomlinson as producer.
More great versions
4 more, from 1952 to 2000. Tap a cover to play it here.
1950sDizzy Gillespie and His Operatic Strings1952 · Bebop
Gillespie recorded it in Paris on April 5, 1952, with a string, woodwind and trombone ensemble and a piano, guitar, bass and drum . It came out on the French label Blue Star.
Holiday recorded it in January 1957 at Capitol Studios for Songs for Distingué Lovers, with trumpeter Harry Edison and tenor saxophonist Ben Webster in the band. Verve released the album in 1958.
Diana Krall recorded it for Love Scenes, released on Impulse! on August 26, 1997. She sings and plays piano with Russell Malone on guitar and Christian McBride on bass.
Stacey Kent sings it on Let Yourself Go: Celebrating Fred Astaire, which Candid released on March 28, 2000. Jim Tomlinson produced the album and plays clarinet and saxophones.
The tune's layout, its keys and the chord chart, for anyone who wants to play along.
Show the form and chords
How the tune works
E♭ majorusual key
36 barsA · A · B · A form
E♭ major → G minor → E♭ majorkey centers
A8 bars
A8 bars
B8 bars · bridge
A12 bars
E♭
G m
E♭
Two , an 8-bar and a last A that runs 12 bars make 36 bars. Each A opens with , , Fm7 and , then , and . The first A ends with Gm7 and Fm7 B♭7sus; the second ends with A♭maj7 and , which leads into the bridge. The bridge sits in : Gm7 twice, Gm7 , Am7♭5 D7♭9, Gm7 D7♭9, then Gm7 C7, and B♭7sus to bring the tune home. The last A repeats the first six bars, goes to A♭maj7 B♭7 and E♭6 , then adds a four-bar tag: C7, F7 B♭7, E♭6 and B♭7sus. These follow the iReal Pro chart.