Producer Arthur Freed clearly wanted another Babes in Arms when he started this film. He even chose a title that mirrored the earlier films'. He enlisted Fred Finklehoffe, who had written the team's earlier Strike Up the Band, to create a new story about youngsters trying to break into show business. Then he hired Burton Lane to write music for the songs, with his brother Ralph Freed and E.Y. Harburg as lyricists for various numbers. Freed would write the score's biggest hit, "How About You," but Harburg would have the more lasting relationship with Lane, with whom he would later write the Broadway hit Finian's Rainbow. In order to introduce a wider variety of musical styles into the score, he assigned Roger Edens, Garland's longtime mentor at MGM, to arrange a lengthy minstrel sequence with such standards as "Swanee River" and "Waitin' for the Robert E. Lee." For that sequence they also bought a song Harold Rome had written for the 1938 Broadway hit Sing Out the News, "Franklin D. Roosevelt Jones." Then he asked his newest protege, Vincente Minnelli, to conceive a sequence in which Rooney and Garland visit an historic vaudeville house and re-create great moments from the theatrical past. This allowed Rooney to impersonate Sir Harry Lauder singing "She is Ma Daisy," Walter Hampden playing Cyrano de Bergerac and George M. Cohan doing "Yankee Doodle Boy." For her part, Garland would re-create Fay Templeton's performance of "Mary's a Grand Old Name," Blanche Ring singing "I've Got Rings on My Fingers" and Sarah Bernhardt's recitation of "La Marseillaise." And just to squeeze in one more number, Rooney impersonated Carmen Miranda -- complete with platform shoes, fruit-basket hat and fake breasts. As a result, this was one of the most musical of all MGM's great musicals.
Berkeley kept things hopping with his elaborate staging of the production numbers, most notably the large-scale "Hoe Down," for which co-star Ray McDonald provided assistance. He spent nine days rehearsing and another nine days shooting the minstrel finale at a cost of more than $100,000. For Garland's big solo in the number, "Franklin D. Roosevelt Jones," Berkeley planned a single shot involving 38 separate camera moves. He frightened the front office, however, when he spent an entire morning and most of the afternoon rehearsing the shot. At one point, studio head Louis B. Mayer even sent his minions to the set to see why he hadn't made a shot yet. Berkeley got rid of them in his usual way: he climbed on the camera boom and had technicians raise him so high the executives couldn't talk to him, so they just left. Then he got the entire number on the first take, releasing the company early for the day and saving the studio thousands of dollars.
Though they were playing young show business hopefuls in Babes on Broadway, Garland and Rooney were clearly growing up off-screen. During the third week of filming, Garland eloped to Las Vegas with composer David Rose. She asked for a few days off for a honeymoon, but Mayer forced her back on set the next day, disappointed that she had deprived him of the chance to garner publicity with a lavish wedding. At the same time, Rooney met the actress who would become his first wife, Ava Gardner. She had just arrived at the studio and visited the set during an introductory tour (some sources say she has an unbilled bit). Rooney was smitten at once and asked her for a date, but she turned him down, possibly because he was dressed in full Carmen Miranda drag at the time.
Like many of the "backyard musicals," Babes on Broadway was filled with talent on the rise. The partners in Rooney's dance act in the film were Ray McDonald, who would go on to star in musicals at MGM and Universal, and Richard Quine, who would become one of the most respected directors of the '50s. The young Donna Reed played one of producer James Gleason's secretaries. And in her screen debut, Margaret O'Brien turned up at an audition as an over-dramatic child actress, a prophetic comment on her later career as a tearful child star.
By the time Babes on Broadway was released in late 1941, critics were tiring of the "backyard musicals," complaining that both stars needed to take on more adult roles. But audiences loved them regardless. The film premiered two weeks after the Japanese attack on Pearl Harbor, providing audiences with an escape to more innocent times. In addition, the picture featured Garland singing the rousing "Chin Up, Cheerio, Carry On" to a group of British war orphans, which boosted ticket sales in England. Babes on Broadway made back four times its cost at the box office, spurring MGM to reunite Rooney, Garland and Berkeley for Girl Crazy (1943) later that year." (Frank Miller, Turner Classic Movies)
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