Adapted from a play by Richard Rodgers and Lorenz Hart, children of Vaudevillians put on a show to avoid being put in a workhouse.
In 1921 Vaudeville performer Joe Moran (Charles Winninger) announces the birth of a son; but after movies talk in 1928, Vaudeville fails. His son Mickey Moran (Mickey Rooney) writes songs, and Patsy Barton (Judy Garland) sings "Good Morning." Mickey sells the song for $100. He gives Patsy his pin and kisses her. Mickey learns that his parents Joe and Florrie (Grace Hayes) are going on the road without the children, and he disagrees. Patsy and Molly Moran (Betty Jaynes) sing "You Are My Lucky Star" and "Broadway Rhythm," but Joe says no to their going. So Mickey proposes the kids put on a show, and Don Brice (Douglas McPhail) sings "Babes in Arms" as they march and make a bonfire. Joe says good-bye to Mickey.
Martha Steele (Margaret Hamilton) and her son Jeff Steele (Rand Brooks) from military school complain to Judge Black (Guy Kibbee) about the Vaudeville kids, but he won't take them from their homes. In a drugstore Mickey and Patsy meet movie star Baby Rosalie Essex (June Preisser), but Mickey gets in a fight with Jeff. Mickey tells Judge Black that his parents' show flopped. The judge gives Mickey thirty days to pay damages. Don and Molly sing "Where or When" with an orchestra of children. Mickey has a date with Baby and dines in her house. Mickey wants Baby in the show, which needs $287. She offers to pay it. Mickey smokes a cigar and leaves sick.
Mickey tells Patsy that Baby has to play the lead because of the money. Baby shows how limber she is. Mickey directs rehearsal with Baby and Don, imitating Clark Gable and Lionel Barrymore. Patsy sees Mickey kiss Baby. Mickey tries to stop Patsy from leaving. On the train Patsy sings "I Cried for You." Patsy goes to a theater to see her mother (Ann Shoemaker). Patsy says that Mickey is putting on a show to keep the kids out of an institution. Patsy's mother tells Patsy not to quit her show.
Baby's father takes her out of the show, and Mickey asks Patsy to go on. In the show Patsy sings "Daddy Was a Minstrel Man." Mickey and Patsy put on black face and sing a medley with Don. Patsy sings "I'm Just Wild About Harry," but a storm drives the audience away. Mickey learns that his father quit theater and got an elevator job. Mrs. Steele says the children must report and gives Joe the paper. Mickey gets a letter from producer Maddox (Henry Hull), who liked the show and produces it. As hidden Mickey listens, Maddox asks bitter Joe to teach the youngsters in the show. Mickey introduces the show by singing "God's Country," which the company contrasts to fascism. Mickey and Patsy satirize FDR and Eleanor and dance.
As fascism is terrorizing Europe, young Americans have
the freedom to organize a show and even satirize their government
leaders. Mickey wonders if America can loan money for war, why
can't they get some for entertainment? The marching and bonfire
scene offers an eery parallel to fascists but a significant difference
in purpose as they are struggling for artistic freedom not against
it. Some cringe at minstrel shows, but making fun of black entertainers
is not necessarily persecuting them; they may even reflect envy
for their talent.