Our experiments show that MusicLM outperforms previous systems both in audio quality and adherence to the text description. Moreover, we demonstrate that MusicLM can be conditioned on both text and a melody in that it can transform whistled and hummed melodies according to the style described in a text caption. To support future research, we publicly release MusicCaps, a dataset composed of 5.5k music-text pairs, with rich text descriptions provided by human experts.