Gold Diggers of 1935 is an American musical film directed and choreographed by Busby Berkeley, and starring Dick Powell, Adolphe Menjou, Gloria Stuart, and Alice Brady. Winifred Shaw, Hugh Herbert and Glenda Farrell are also featured. The songs were written by Harry Warren (music) and Al Dubin (lyrics). The film is best known for its famous "Lullaby of Broadway" production number. That song (sung by Shaw) also won the Academy Award for Best Original Song. The movie was the fourth in the Gold Diggers series of films, after the now lost silent film The Gold Diggers (1923), the partially lost film Gold Diggers of Broadway (1929), and Gold Diggers of 1933 (1933). The first three films, all financially successful, had all been based on the 1919 play The Gold Diggers; Gold Diggers of 1935 was the first one based on a wholly original story. It was followed by Gold Diggers of 1937 and Gold Diggers in Paris. Plot In the resort of Lake Waxapahachie, the swanky Wentworth Plaza is where the rich all congregate, and where the tips flow like wine. Handsome Dick Curtis (Dick Powell) is working his way through medical school as a desk clerk, and when rich, penny-pinching Mrs. Prentiss (Alice Brady) offers to pay him to escort her daughter Ann (Gloria Stuart) for the summer, Dick can't say no – even his fiancée, Arline Davis (Dorothy Dare) thinks he should do it. Mrs. Prentiss wants Ann to marry eccentric middle-aged millionaire T. Mosley Thorpe (Hugh Herbert), who is a world-renowned expert on snuffboxes, but Ann has other ideas. Meanwhile, her brother, Humbolt (Frank McHugh) has a weakness for a pretty face: he has been married and bought out of trouble by his mother several times. Every summer, Mrs. Prentiss produces a charity show for the "Milk Fund", and this year she hires the flamboyant and conniving Russian dance director Nicolai Nicoleff (Adolphe Menjou) to direct the show. The parsimonious Mrs. Prentiss wants to spend the least amount possible, but Nicoleff and his set designer Schultz (Joseph Cawthorn) want to be as extravagant as they can, so they can rake off more money for themselves, and for the hotel manager (Grant Mitchell) and the hotel stenographer Betty Hawes (Glenda Farrell), who's blackmailing the hapless snuffbox fancier Thorpe. Of course, Dick and Ann fall in love, Humbolt marries Arline, and the show ends up costing Mrs. Prentiss an