Fred Astaire breaks character to mouth “you’re sexy” to Ginger Rogers in Top Hat (1935). After Fred mouths those words to her, Ginger laughs and mouths back, “thanks”. It must also be noted that Fred had control over which take of the dance made it into the final film, and he chose this take on purpose.

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

Originally composed by George Gershwin for Shall We Dance (1937), the song “They Can’t Take That Away From Me” has consistently appeared on lists of the best American popular music, and it has influenced several generations. Indeed, covers of the song continue to be made even today, and many notable artists have performed it. But not many people know that it was introduced by Fred Astaire in the 1937 film, where he sings it to Ginger Rogers as their characters are on the verge of separation. Considering that it was an Astaire-Rogers vehicle, George Gershwin’s assumption that the two would dance to it wasn’t far off; however, they infamously did not. Gershwin was upset, stating, “they just throw two or three songs away”. Less than two months after the film was released, George Gershwin died of a brain tumor – shocking everyone and adding to the poignancy of the fact that this was one of his last songs. He was posthumously nominated for the Best Original Song at the 1937 Academy Awards, but unfortunately, he didn’t win.

When Astaire and Rogers did their reunion film, The Barkleys of Broadway in 1949, Rogers suggested that they ought to dance to that song. Astaire agreed, having always regretted that they didn’t dance in 1937, thus marking the first and only time he allowed himself to repeat a performance from a previous movie. Its’ context in both the movies is heartbreaking, but also filled with romance and passion. The lyrics perfectly sum up the relationship between the two characters in their movies – and perhaps, some would venture so far as to say, the relationship between Astaire and Rogers in real life, and the tune is eminently recognizable. Perhaps Rogers also suggested dancing to this song in order to honor Gershwin, who had been a close friend of both dancers. Viewed today, it is not an unreasonable assumption that George himself would be happy, if he had lived to see The Barkleys of Broadway.


Although the song “The Way You Look Tonight” is best known to modern audiences by the cover version by Frank Sinatra, it was originally introduced in the 1936 film Swing Time, starring Fred Astaire and Ginger Rogers. In the movie, Rogers’ character is angry at Astaire’s – and he comes to her apartment to make amends, but she tells him to get out, from the adjoining room, where she is washing her hair. Instead of giving up, Astaire sits down at the piano and sings this tune to her – when she’s feeling anything but beautiful. As expected, it melts Rogers’ heart and she comes out and places her hand on his shoulder, showing that she has forgiven him.

The song became a hit almost at once in 1936, quickly winning the Academy Award for Best Original Song. It was written by Jerome Kern, with lyrics by Dorothy Fields, who later remarked – “The first time Jerry played that melody for me, I went out and started to cry. The release absolutely killed me. I couldn’t stop, it was so beautiful.


“A kiss seals two souls for a moment in time." - Levende Waters.

"Is not a kiss the very autograph of love?" -Henry Finck.

"The most eloquent silence; that of two mouths meeting in a kiss." -Unknown.


“I adore the man. I always have adored him. It was the most fortunate thing that ever happened to me, being teamed with Fred: he was everything a little starry-eyed girl from a small town ever dreamed of." -Ginger Rogers.

"After a while, Ginger got so good that anyone else who danced with me looked wrong." -Fred Astaire.


                                                  fred astaire &&                                                                                                                                                    ginger rogers.


But I’ll always, always keep the memory of,

The way you hold your knife,

the way we danced till three.

The way you’ve changed my life

No, no, they can’t take that away from me

No… they can’t take that away from me…

Shall We Dance (1937)

Fred Astaire and Ginger Rogers recreate a pose from Swing Time (1936), in the 1980’s.