ABOUT THE FILM:

Babes in Arms was the first of the four "Let's Put On A Show" musicals Judy Garland and Mickey Rooney made together. Before production on The Wizard of Oz was completed, that film's uncredited associate producer Arthur Freed had lobbied MGM studio chief Louis B. Mayer to let him move from songwriter to full-fledged film producer. On October 7, 1938 Freed was having one of his frequent breakfasts with Mayer, and brought up the subject of Rodgers & Hart's Babes in Arms: "It's ideal for Mickey and Judy, boss. And for the first time Mickey is going to sing and dance!" Actually it wasn't Mickey's first time singing and dancing, but his first big film musical. To further butter-up Mayer, Freed explained that just the previous night agent Leland Hayward told him that the movie rights were up for sale at the bargain price of $21,000. Mayer reportedly said: "It sounds great! Make a deal!" And with that, Arthur Freed became a producer, forming "The Freed Unit" which would be responsible for most of Hollywood's greatest musicals. Judy was an integral part of the unit, and it's safe to say that without her many of MGM's greatest musicals (both during and after her tenure) would never have been made. It was due to Judy's success, and Mickey's, in these early Freed musicals that he was able to build "my own little Camelot" as he called his unit, bringing together stellar talent who all had a passion for advancing the film musical. The Freed Unit became so successful that it was virtually untouchable, even during the tumultuous years in the early 1950's when MGM went through massive management and policy changes.

Freed brought in Busby Berkeley from Warner Bros. to direct Babes In Arms. Berkeley had resurrected the film musical from near-death in the early 1930's with his amazing kaleidoscope production numbers that seemed to take place on an endless stage. Berkeley's hiring was a natural one, as Freed wanted the best in the business. A hard drinker and sometimes uncaring taskmaster, Berkeley completed Babes In Arms in a short 11 weeks while also eschewing his kaleidoscope production numbers for a more realistic approach that would become one of the hallmarks of the MGM musical. The later animosity that Judy justifiably felt towards Berkeley had not yet surfaced when they were brought together for the first time with Babes In Arms. In fact, Berkeley would later cite 1942's For Me And My Gal (starring Judy and Gene Kelly) as his personal favorite of all the films he directed. About Judy and Mickey, Berkeley said: "Nobody ever topped Judy and Mickey. I don't know any two kids who could be better than those two were." Rooney recognized Berkeley as "a genius" but also stated: "He was tough on all of us. He was always screaming at Judy, 'Eyes! Eyes! Open them wide! I want to see your eyes!' To him, her eyes were his greatest asset."

The musical adaptation for Babes In Arms was completed by the genius Roger Edens. In 1935 Edens had played piano for the audition that gave Judy her MGM contract. From that point until the end of her life he guided her musically and in the early years helped shape her musical image, style and sound. His input and uncanny ability to know what worked musically within any film or stage show was a major factor in The Freed Unit's success for over two decades.

Although Freed enjoyed the original Rodgers & Hart "Babes in Arms" on the stage, in true Hollywood fashion he instructed the writers to throw out most of the score and alter the plot. The main reason that the songs "The Lady Is A Tramp" and "I Wish I Were In Love Again" were removed was because they were considered too adult in content for the teen characters. However, the unmistakable melody of "The Lady Is A Tramp" pops up frequently in the underscore. As an accomplished songwriter himself Freed had a few of his own new tunes to add ("I Cried For You" and "Good Morning") plus a Harold Arlen/E.Y. Harburg song "God's Country" that was appropriately patriotic. Also unused from the original Rodgers & Hart score were "Way Out West" and "My Funny Valentine."

The new plot for the film version of Babes in Arms became the prototype of all the "Hey kids, let's put on a show!" musicals: Misunderstood youngsters get together and put on a show as a means to an end - that end usually being a charitable case of some sort. Even today "Let's Put On A Show" is a cultural shorthand that typically reflects youthful enthusiasm. Even Disney's popular "High School Musical" film series are a modern update of the Judy/Mickey musicals. The music style may be different, but the basics of the plots are pretty much the same.

When the film was previewed in July, the minstrel number didn't play well until it was realized that there was no establishing shot showing Judy and Mickey putting on their black face make-up. It wasn't initially clear to the audience that it was Judy and Mickey. Some new shots were needed to film them putting on the make-up. Edens said: "As it turned out, we realized there was no shot of Mickey and Judy making up in black face, so the audience didn't know it was [them]. And it was a very good lesson: If you are ever going to show someone in disguise, you better show them putting it on. So we did a retake showing [them] getting in to black face And then the number went like a house on fire."

The only other issue the film ran into was a result of the big "God's Country" finale that took up the final days of shooting on Stage 27 at a cost $32,970. Those were the days when films had to get the stamp of approval of The Motion Picture Production Code prior to release, or they wouldn't get shown. "God's Country" prompted the following letter from the "Hays Office":

Dear Mr. Mayer:

We have read the "God's Country" Finale (pages 1 through 4) dated July 3, 1939, for your proposed production titled Babes in Arms, and are happy to report that this material comes under the requirements of the Production Code.

However, on Page 3, Mickey used the word "shag." This should be changed since in England and the British colonies this word has a very objectionable sexual meaning which would cause its deletion by numerous political censor boards.

You understand, of course, that our final judgment will be based upon the finished picture.

Cordially yours,
Joseph I. Breen

After special engagements around the country in September of 1939, Babes In Arms had its Hollywood premiere at Grauman's Chinese Theater on October 10, 1939. The event was highlighted by Judy's placing her hand and footprints in the forecourt. Judy later told the amusing story about how the cement crept under her studio manufactured fake nails, sealing them to her real ones. She had to have the studio "chip the glamour off" the next day! Hedda Hopper sat behind Judy and Mickey during the showing, and reported: "The house lights came on, and Judy was crying through the applause. 'I know what you're thinking.' Mickey said to her. 'We're two kids from vaudeville, and we didn't meant a damn thing for so long. And now it's happened to both of us." Thanks to Babes and her other 1939 hit The Wizard of Oz, Judy made the exhibitor's top ten list for the first time in her career. She and Bette Davis were the only female stars on the list for 1939. Babes and The Wizard of Oz were also on the top ten list for 1939.

Babes eclipsed Wizard in total box office receipts and was such a huge hit that Mickey was nominated for the Oscar for Best Actor of 1939. His competition was incredible: Clark Gable in Gone With The Wind, James Stewart in Mr. Smith Goes To Washington, Laurence Olivier in Wuthering Heights, and Robert Donat in Goodbye Mr. Chips (three of the five are MGM films!). Donat won. Judy was awarded the "juvenile" Oscar for her work in 1939. She later jokingly called it her "Munchkin Award." The juvenile Oscar was not a yearly award, but was only given out when a child or teen star gave an exceptional or several exceptional film performances for any given year. It was discontinued in the 1960's, now everyone competes in the "normal" categories. Haley Mills was the last recipient, receiving it for 1960's Pollyanna. The fact that Mickey was nominated in the Best Actor category while Judy was relegated to the "juvenile" Oscar must have struck her as a bit bias if not downright chauvinistic. If so, she didn't show it, and upon receiving the award from Mickey at the Oscar ceremony was coaxed into singing "Over the Rainbow" for the stellar crowd. Even if Judy were nominated in the Best Actress category neither she nor anyone else could have stood a chance against Vivien Leigh's performance as Scarlett O'Hara. Roger Edens and Georgie Stoll were also nominated for Best Score, but lost to Richard Hageman, W. Franke Harling, John Leipold, and Leo Shuken's work on Stagecoach.

On a side note, Judy was David O. Selznick's original choice to play Scarlett's younger sister Colleen but because she was too busy with Oz and then Babes the role went to fellow Andy Hardy actress Ann Rutherford.

Judy's salary for the film was her contractual $500 per week. Berkeley was paid $1,500 per week; Mickey was given his contractual $900 per week plus a $7,500 bonus after completion; Charles Winninger received $4,000 per week, Guy Kibbee $1,600 per week, and Grace Hayes received $150 per week.

December 2010 banner art featured on the Turner Classic Movies website.