Gold Diggers of 1935 is an American musical film directed and choreographed by Busby Berkeley, his first time as a film's overall director. It stars Dick Powell, Adolphe Menjou, Gloria Stuart, Alice Brady, Hugh Herbert, Glenda Farrell, and Frank McHugh, and features Joseph Cawthorn, Grant Mitchell, Dorothy Dare, and Winifred Shaw. 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 screenplay was by Manuel Seff and Peter Milne, based on a story by Robert Lord, who also produced the film, and Milne.