Based on the Rodgers and Hart play of the same name, BABES IN ARMS was the first Rooney/Garland vehicle helmed by Busby Berkeley, and its success set the tone for STRIKE UP THE BAND and BABES ON BROADWAY, their subsequent collaborations. (Garland later teamed with Berkeley and hoofer Gene Kelly for 1942's FOR ME AND MY GAL.) Joe and Florrie Moran (Charles Winninger and Grace Hayes) are old vaudevillians who begin a touring show featuring many of their senior pals. Their children, Mickey (Rooney) and Molly (Betty Jaynes), want to tag along, but the old folks refuse so, at Patsy Barton's (Garland) urging, Mickey writes a show that he will star in as well as direct. The determined youngsters must also prove that, contrary to the demands of Martha Steele (Margaret Hamilton), they don't belong in a state-administered trade school. Only "Where or When" remains from the original score, trampled by the unsubtle Berkeley (whom Garland would grow to loathe). This was the first of the Mickey/Judy "let's put on a show" extravaganzas but it's saved by Rooney's brash nerve and especially by the triple-threat charm of Garland, an performer unequaled in the annals of show business. The storyline here has been reduced to vaudeville corn, but watch Garland's ability to transcend cliche, transforming formulaic dross into critical and box-office gold.