They Can't Take That Away From Me (Tony Bennett & Elvis Costello) cover

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This cover is the Tony Bennett 1993 "Steppin' Out" piano version which includes the verse of the song which was performed live by Tony in 1995 with Elvis Costello on MTV Unplugged. "They Can't Take That Away from Me" is a 1937 song (see 1937 in music) written by George Gershwin and Ira Gershwin and introduced by Fred Astaire in the 1937 film Shall We Dance.

The song is performed by Astaire on the foggy deck of the 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.

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.

Artists who have covered the song include: Billie Holiday, Sarah Vaughan, Ella Fitzgerald, Louis Armstrong, Frank Sinatra (including a duet with Natalie Cole), Harry Connick, Jr., Rod Stewart, Robbie Williams (duet with Rupert Everett), Jamie Cullum, Diana Krall, Lisa Stansfield, and many more.

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