As Time Goes By is the last of nine named foals out of Take Charge Lady (Dehere), a multiple Grade 1 winner and Broodmare of the Year who took the Grade 1 Ashland Stakes, the Grade 1 Spinster Stakes and five other graded races. Her eight winners include Take Charge Indy (A.P. Indy), winner of the Grade 1 Florida Derby and a sire, the multiple Grade 1 winner, champion three-year-old colt and sire Will Take Charge (Unbridled's Song), and the winner Charming (Seeking The Gold), who produced the multiple Grade 1 winners Take Charge Brandi and Omaha Beach.

Second dam Felicita (Rubiano) was unraced. Besides Take Charge Lady, she produced the Grade 3 winner Commendation (Capote) and the stakes winner Eventail (Lear Fan), dam of the Grade 2 winner Straight Story.

Third dam Grand Bonheur (Blushing Groom) is also the dam of Northern Tryst (Northern Baby), third in the Gr.1 Middle Park Stakes, the stakes-placed Zarbyev (Nureyev) and Rogerdor (Tom Rolfe), a stakes winner over hurdles in Ireland.