Busby Berkeley throws a little bit of everything into his first foray at directing an entire musical. For the first time, he integrates two songs into the narrative without the accompanying dance spectaculars while retaining the backstage drama and showstopper ending of the Bacon and LeRoy collaborations. The opening of the lavish Wentworth Plaza hotel for the summer provides Berkeley with inventive staging options against a backdrop of extreme extravagance and eccentric guests. Once again, money and love are twisted up together, and even the film’s central romance is sparked by a socioeconomic imperative: Dick Powell’s affable hotel clerk is hired as a platonic escort for the wealthy Ann Prentiss—played by Gloria Stuart—who is already betrothed to the spacey author of a monograph on snuff boxes. Under these circuitously comic and blissfully capricious circumstances, the big show of the season is particularly startling. The fourteen-minute non sequitur “Lullaby of Broadway” opens with a tantalizing, minimalist ode to the avant-garde—even recreating the Man Ray photograph Woman Smoking a Cigarette—and carries on in an outrageously cinematic fashion. The “stage show” pretense is completely forgotten within the seductive folds of a dreamy city nocturne, which meets a dark, mysterious end.