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. It was Garland and Rooney's second film together as lead characters after their earlier successful pairing in the fourth of the Andy Hardy films. The film concerns a group of youngsters trying to put on a show to prove their vaudevillian parents wrong and make it to Broadway. The original Broadway script was significantly revamped, restructured, and rewritten to accommodate Hollywood's needs. Almost all of the Rodgers and Hart songs from the Broadway musical were discarded.