Busby Berkeley’s first full-length job of direction (previously he handled only dance numbers) reveals a bitterness and cynicism that never again surfaced in his work. The mercenary motives of the characters are pushed far beyond the requirements of the formula, and then there’s the wrenching climax of the famous “Lullaby of Broadway” number. None of it is very deep or coherent, but the film does suggest that there was something more to Berkeley than his fine sense of spectacle. With Dick Powell, Adolphe Menjou, and Gloria Stuart.