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This Busby Berkeley musical of the 1930s represents Mickey Rooney and Judy Garland at their best, which in the end really doesn't say "greatness." The film, which involves a recurring reminiscence on the "nostalgia" of the 1910s, is often over-acted, over-sung, and over-choreographed. Judy Garland's portrayal of a girl in love but shunned is reminiscent of almost all of the MGM musical roles in which she partook during her stint that lasted into the late 1940s. The minstrel act is a particularly interesting look at the virulent racism that still plagued American cinema during the Studio Age-Judy Garland in blackface is perhaps one of the most frightening images I have ever encountered.

Though, one cannot approach a film like this with more than a hint of cynicism: Busby Berkeley is arguably the greatest choreographer in the history of film, and though he does not show off the spectacle of his earlier films, like Gold Diggers of 1933 and Gold Diggers of 1935 (which he did not direct), his dance numbers are interesting (for instance, when the town's teenagers partake in a book-burning, throwing into the flames symbols of conformity). The film is sweet, fresh, and bright, and, as the first Arthur Freed musical, serves as one of his better (though certainly not his best).

In all, I give it a 3 out of 4 stars (***).

On a side note, three of the songs that appear in Singing in the Rain appear in this film, predating the Gene Kelly musical by over 15 years: Good Morning, Good Morning, Singing in the Rain (which appears in a montage showing previous MGM musicals), and You Are My Lucky Star.

For Mickey and Judy fans, Babes in Arms is an absolute must. It's the only one of their films in which one of the two got an Oscar nomination. Mickey Rooney was nominated for Best Actor, personally I think as an afterthought because his competition was Clark Gable for Gone With the Wind, Laurence Olivier for Wuthering Heights, James Stewart for Mr. Smith Goes to Washington and the winner Robert Donat for Goodbue Mr. Chips. Not that Mickey's bad, but he really didn't belong with this field.

What he and Judy do, they do better than anyone else, put on a show. In fact in this case the 'put on a show' gambit did originate in the original Broadway Musical. Babes in Arms was one of Richard Rodgers and Lorenz Hart's best shows it ran for 289 performances in the 1937 season and boasted such Rodgers&Hart classics as Johnny One Note, Way Out West, My Funny Valentine, I Wish I Were in Love Again all of which were discarded for the film. The Lady is a Tramp is only heard instrumentally, my guess is the Code frowned on that lyric. The title song and Where or When are retained. In fact when you come right down to it, only the basic idea the songs mentioned and a couple characters names came over from Broadway.

Still Nacio Herb Brown and Arthur Freed wrote Good Morning which is better known from Singin' in the Rain, but it was Judy and Mickey who introduced it here. And a whole lot of other Brown&Freed songs from MGM musicals got interpolated into the score.

Douglas MacPhail and Betty Jaynes who were introduced in Sweethearts also are here and sing beautifully. They married, but the marriage and MacPhail's career fell apart and he committed suicide a few years later. He had a great baritone voice, what a shame. The following year he introduced my favorite Cole Porter song, I Concentrate On You in The Broadway Melody of 1940.

This was the film Judy Garland did right after The Wizard of Oz and coming along right with her is Margaret Hamilton playing another Miss Gulch like character. One of those spinster ladies who forever pry into other people's business.

Believe it or not there was still a lot of prejudice against theatrical people even in 1937. A lot of old vaudeville types like Charles Winninger, Rooney's father in the film, settle in the town of Seaport on Long Island and their presence apparently upsets the ruling families like Hamilton's. When times go bad and vaudeville goes to seed, things get kind of rough for them. The old timers try to take a last tour to raise some money, but instead it's the kids who are up to the latest trends in pop music who save the day.

Guy Kibbee is in this also, playing against type as a wise and sympathetic judge, usually the parts MGM reserved for Lewis Stone or Lionel Barrymore. A more typical Kibbee type would be the oafish tycoon in 42nd Street, but he's fine here.

Possibly director Busby Berkeley wanted Kibbee, maybe as a good luck charm from that other breakthrough musical of his from his days at Warner Brothers. Of course the musical numbers in the show are set with the usual Berkeley surrealism, a little tempered though from his high flying days at Warner Brothers. That same year Berkeley had done a surreal type number in the Jeanette MacDonald-Lew Ayres film Broadway Serenade and it laid an egg. Someone at MGM must have reined him in.

Babes In Arms retains all its charms from 1939 mainly because Mickey Rooney is infectious and Judy Garland's singing is eternal.

The children of struggling vaudeville stars decide to put on a musical show to save their homes. Yes, it's a Mickey Rooney and Judy Garland "let's put on a show" musical. Their first such movie, I think, and probably their most famous. Mickey & Judy are great. Mickey does Lionel Barrymore and Clark Gable impressions that are a hoot. He also has a fight scene in a drug store which is amusing. The supporting cast is made up of fine character actors like Guy Kibbee, Charles Winninger, and Henry Hull. Adorable June Preisser steals every scene she's in. Margaret Hamilton plays the villain, a busybody who tries to get the kids taken away from their parents. Garland & Hamilton filmed this right after Wizard of Oz, by the way. Interestingly, this was actually a bigger hit at the box office than Oz was in 1939.

Most of the songs are nice but none wowed me. Several classic Rodgers & Hart tunes from the Broadway musical this was based on are either omitted altogether or featured too briefly to make an impact. An ear-splitting operatic version of "You're My Lucky Star" by Betty Jaynes is probably the worst song in the movie. Judy's "I Cried for You" is best. Salute to minstrel shows with cast members in blackface will upset some so prepare yourself if you're one of them. Directed by Busby Berkeley, as evidenced by his distinct touches on the "God's Country" closing number. Speaking of which, that number has Mickey & Judy satirizing FDR & Eleanor. After FDR's death this part was cut out of future showings and it remained that way until the '90s. It's a lively number and the added historical value is a plus. Good old-fashioned fun. Charming, innocent, and yes, a little corny, but an enjoyable movie overall.

Wow, I just finished watching "Babes in Arms", and my head is spinning. We old movie fans are used to seeing ethnic humor and even the occasional bit of blackface in early Hollywood films; but what "Babes in Arms" gives us is outrageous by any definition: an entire cast of a "show within a show", numbering at least 50 to 75 people, including Mickey Rooney and Judy Garland, every one in blackface, performing not just a minstrel skit, nor a single musical number, but an entire 20 minute full-blown minstrel show in spectacular MGM full-production mode. It goes on and on and on. Dialect jokes. Banjoes and songs about Alabammy. And finally, Judy Garland, having removed her blackface, comes out and performs an additional number ("I'm Just Wild About Harry") as an only slightly darkened black woman. Wow.

On the other hand, is it really possible that the manic Mickey Rooney was only 19 when he made this? He really shows why he may be the single most talented American performer of the last century. He dances, he sings, he does drama, he does comedy, and he has incredible control over his every move and muscle. And he does unbelievable and hilarious impressions of Clark Gable and Lionel Barrymore. And Franklin Roosevelt.

A few quick notes: June Priesser, who plays "Baby" Rosalie, was a terrible actress. But watch out for her stomach-churning contortionist back-rolls when she first comes out on a stage.

The child actor who plays Mickey Rooney at age 5 dancing on a Vaudeville stage for a few moments early on really does look like Mickey Rooney!

I think Judy Garland actually has some of the same lines in this movie as she does in "Wizard of Oz", done in this same year. Watch out for when Mickey Rooney feints early in the film; Garland reacts to this exactly, and I mean exactly, as she does in Oz when the Lion feints. Eerie!

When Judy Garland, as Eleanor Roosevelt, sings "My day, my day", she is referring to an actual long-running newspaper column written by E.R. from 1936 to 1962.

Finally, the final song and dance number is the most mind-numbing, over-the-top tribute to America, dancing, how we are not Nazis, American Indians, Asian Indians, dancing, the Roosevelts, and dancing, that I have ever seen. Yes, it was early WWII, but still, you wonder if anyone even in 1939 thought this was a little too much?

Recommended for its high energy, its Rooney and Garland, its more Rooney, its offensiveness, and its too much of everything. It is history, and should be watched by all.

I just saw it on TCM, after finally acquiring cable. It's sweet. I imagine the original stage score was sharper and more adult, but you must know by now that Hollywood has been tampering with the scores of stage musicals since the year 1. When they filmed GAY DIVORCE they eliminated the entire score- save one little song danced by Fred Astaire. There's been stage-to-screen tampering done with SHOW BOAT, ON THE TOWN, BRIGADOON, SWEET CHARITY, and A CHORUS LINE, to name a few. And Rodgers & Hart were decidedly more sophisticated, adult composers; they had to endure the wrath of the puritanical Hollywood image back then. This is why I've always preferred musicals originally created for the screen; no one looking for a stage predecessor would be offended. As it is, they did keep "The Lady is A Tramp" in the background and allowed "Where or When" to be performed as a slightly botched band rehearsal. But I love the staging of the title song: a march through the street, gathering more and more teens as they go, with its bonfire-rally finale; and Judy Garland's torch solo "I Cried For You" is a stunning piece of poignancy which makes you forget that she is only 17 years old. She does a magnificent job of grounding the overly ecstatic Mickey Rooney. As for dated film accusations- yes, it is dated; America just entered World War II at this movie's release, and it's probably no coincidence that the film's finale "God's Country" is an especially long, uplifting musical sequence. I mean, how ageless can it be with Mickey Rooney doing an impersonation of President Roosevelt?!