Less than a year before his death, George Gershwin moved with his brother Ira to Hollywood, where they had signed a contract with the RKO film studio. The sixteen songs they furnished for Shall We Dance, A Damsel in Distress, and The Goldwyn Follies included some of the greatest they ever composed. Shall We Dance?, which had its premiere on May 13, 1937 at New York's Radio City Music Hall, included six Gershwin numbers: "Beginner's Luck," "Let's Call the Whole Thing Off," "Shall We Dance?," "Slap That Bass," "They All Laughed," and "They Can't Take That Away from Me." The film starred Fred Astaire and Ginger Rogers; "Let's Call the Whole Thing Off" ("You say tomato, I say to-MAH-to") was originally paired with a sequence in which Astaire and Rogers dance on roller skates.

Though not as well known as that dry Cole Porter-like number, the other Gershwin songs from Shall We Dance? are of equally high quality. Several of them have rhythmically flexible-seeming melodic lines that were but a short step away from the jazz interpretations offered by vocalists who flocked naturally to Gershwin's music: the Louis Armstrong/Ella Fitzgerald version of "They All Laughed" is a wonder no less than Sarah Vaughan's "They Can't Take That Away from Me."

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Let's Call The Whole Thing Off

A 1937 movie musical with Fred Astaire and Ginger Rogers singing and dancing to music by George and Ira Gershwin, Shall We Dance? was, by some critics' judgments, the seventh and least of the Astaire/Rogers musicals. And while the plot may be hopelessly confused by the finale and the dance numbers don't quite have the integrated elegance of Swing Time, Shall We Dance? has at least three terrific songs by the Gershwin brothers and a sequence that is one of the most joyous and pleasurable in any Astaire/Rogers musical: "Let's Call the Whole Thing Off" sung by the two while they rollerskate in Central Park. Some critics complained that Ira's lyrics, with their "potato—potahto, tomato—tomahto" rhymes, strain for effect, but surely that is precisely the effect the lyrics are straining for. But no critics complained that the Gershwins' music, with its bouncy major-keyed refrain and soaring minor-keyed release, was anything less than delightful. And Astaire and Rogers seem not only to make dancing on rollerskates look easy, they make it look like fun.

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They All Laughed

The Fred Astaire/Ginger Rogers 1937 movie musical Shall We Dance? featured several terrific songs by George and Ira Gershwin: the title song, "They Can't Take That Away From Me," "Let's Call the Whole Thing Off," and "They All Laughed." The latter was used twice in the film, first as a promise and then as the climactic dance number in which Astaire and Rogers end together on a white piano. "They All Laughed" is a song of love triumphant, of two people proving that despite the odds against them, they, like Columbus, Marconi, and "Wilbur and his brother" who were all laughed at, they have the last laugh. Ira's lyrics are witty and great fun, and George's music is instantly memorable and enormous fun, making the listener laugh along with Astaire and Rogers.

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They Can't Take That Away from Me

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."

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