Babes in Arms is the 1939 coming of age American film version of the 1937 Broadway musical of the same title.

Directed by Busby Berkeley, it stars Mickey Rooney and Judy Garland, and features Charles Winninger, Guy Kibbee, June Preisser, Grace Hayes, and Betty Jaynes.

The film concerns a group of youngsters trying to put on a show to prove their vaudevillian parents wrong and make it to Broadway.

His son Michael "Mickey" Moran (Rooney) writes songs, and Patsy Barton (Garland) sings "Good Morning".

Mickey learns that his parents Joe and Florrie (Grace Hayes) are going on the road without the children, and he disagrees.

Patsy and Molly Moran (Jaynes) sing "You Are My Lucky Star" and "Broadway Rhythm", but Joe says no to their going.

So, Mickey proposes the kids put on a show, and Don Brice (Douglas McPhail) sings "Babes in Arms" as they march and make a bonfire.

Martha Steele (Margaret Hamilton) and her nephew Jeff (Rand Brooks) from military school complain to Judge Black (Kibbee) about the Vaudeville kids.

Mickey directs rehearsal with Baby and Don, imitating Clark Gable and Lionel Barrymore.

Mickey and Patsy satirize Franklin and Eleanor Roosevelt, and then everybody dances and finishes with a chorus of "God's Country".

Cast notes: Babes in Arms is the first film directed in its entirety at MGM by choreographer Busby Berkeley.

Freed and Nacio Herb Brown wrote a new song for the film, "Good Morning", later to be a musical number in Singin' in the Rain.

Garland and Rooney later sang "I Wish I Were in Love Again" from the Broadway version of the show in the Rodgers and Hart biopic Words and Music (1948).