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Ben Williams' book was serialized in Saturday Evening Post with illustrations by James Montgomery Flagg. One of Flagg's illustrations was used as background for the film's opening credits. According to news items, Jean Harlow was originally supposed to play the part of Kay Brannan, and Robert Montgomery was to play Bob Dakin. After Harlow dropped out of the project, Maureen O'Sullivan was considered for the lead. In October 1935, Janet Gaynor was sought for a loan from Fox for the role, but asked not to be loaned to M-G-M for the picture because she felt it was intended for Harlow and would not be suitable as a vehicle for her, even with rewrites. She also did not want second billing to Montgomery. Franchot Tone was mentioned as Montgomery's possible replacement on November 7, 1935, as Montgomery was being considered for the lead in Romeo and Juliet; however, on 9 November Montgomery and Gaynor were announced as the stars, with Jack Conway as director. Taylor and Gaynor were finally announced on 29 November with Conway still set to direct, however William Wellman was announced as the final director on 4 Dec. Several news items noted that this was the first time that Gaynor had been loaned out from Fox in her eight years with the studio.
News items in Hollywood Reporter from July and August 1935 mentioned both Mildred Cram and Manny Seff as script writers, but neither reviews or Screen Achievements Bulletin credit them and it has not been determined to what extent their work was used in the final film. Hollywood Reporter news items noted that in February 1936 a severe case of flu necessitated Wellman's departure from the production for about two weeks. At that time, his directorial duties were taken over by Robert Z. Leonard. A 5 March news item noted that during Wellman's absence, producer Hunt Stromberg had asked writers Albert Hackett and Frances Goodrich to "concoct a new ending" for the John Lee Mahin and Edith Fitzgerald screenplay. All four writers receive screenplay credit on the film. New York Telegram noted that this was Taylor's second picture in a row in which he played a wealthy brain surgeon. The first film was Universal's Magnificent Obsession made in 1935. M-G-M made another film called Small Town Girl in 1952, which some modern sources call a remake of the 1936 film. It bears only a slight resemblance to the 1936 film, however, and was based on a screen story by Dorothy Cooper rather than Williams' novel. The 1936 film was subsequently released for television as One Horse Town and some prints still bear that title.