George Gershwin

After the equivocal and financially disastrous run of Porgy and Bess, the Gershwins, lured by the prospect of studio money and the opportunity of working with Fred Astaire and Ginger Rogers, left for Hollywood in August 1936. Under contract to RKO for what would eventually become the film, Shall We Dance, they swam, tanned, socialized, and worked in a desultory fashion while waiting for the script to materialize. Arnold Schoenberg became a tennis partner, and George helped Ernst Toch find studio work, as Gershwin considered composition studies with both. In the event, the script for Shall We Dance came down in mid-October, and Gershwin studied with neither, though he found time in December to do a fine portrait in oils of Schoenberg. Script in hand, the brothers set immediately to work, one of the first numbers composed being They Can't Take That Away From Me. The speech-like rendering of the lyric suggests that it came first, though the song, in fact, originated when George proposed a rhythmic phrase on a single tone and Ira responded, "If you can give me two more notes in the first part, I can get, 'The way you wear your hat...'" The upshot was one of Ira's most urbanely affecting lyrics --

The way your smile just beams,

The way you sing off key,

The way you haunt my dreams --

No, no, they can't take that away from me.

We may never, never meet again

On the bumpy road to love,

But I'll always, always keep the memory of --

The way you hold your knife,

The way we danced 'til three,

The way you changed my life --

No, no they can't take that away from me...

matched with music of easy grace and conversational fluency. Though Fred Astaire struck just the right note of urbane nostalgia, the filmic presentation of the song proved flat and the disappointed Gershwins considered it "thrown away."