Babes on Broadway is a 1941 American musical film starring Mickey Rooney and Judy Garland and directed by Busby Berkeley, with Vincente Minnelli directing Garland's big solo numbers. The film, which features Fay Bainter and Virginia Weidler, was the third in the "Backyard Musical" series about kids who put on their own show, following Babes in Arms (1939) and Strike Up the Band (1940). Songs in the film include "Babes on Broadway" by Burton Lane (music) and E.Y. "Yip" Harburg (lyrics), and "How About You?" by Lane with lyrics by Ralph Freed, the brother of producer Arthur Freed. The movie ends with a minstrel show performed by the main cast in blackface.