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The working title of the film was Shadow of a Lady. The film opens with the following written dedication: "To the authors of 'spy' dramas-Those unsung heroes of the pen without whose inspiration international spies could not possibly be as clever as they are-This picture is irreverently dedicated." Several songs were included in a medley sung by Jeanette MacDonald, Ethel Waters and The King's Men quartet, among them "From the Land of Sky Blue Waters," music by Charles Wakefield Cadman, lyrics by Nelle Richmond Eberhart; "Beautiful Ohio," music by Robert A. King-Keiser (Mary Earl), lyrics by Ballard MacDonald; "Avalon," music by Al Jolson and Vincent Rose, lyrics by B. G. DeSylva, based on "E lucevan le stelle," from the opera Tosca, music by Giaocomo Puccini, libretto by Giuseppe Giacosa and Luigi Illica; and "Home, Sweet Home," music by Sir Henry Rowley Bishop, lyrics by John Howard Payne.
According to news items, Lena Horne was originally cast in the role of "Cleo," but was replaced in the film after the studio decided to have Horne "give a shot in the arm" to Panama Hattie (see below). According to a Hollywood Reporter news item, some of the marine sequences in the film were shot in Santa Monica Bay. At one point in the film, when "Homer" asks "Marcia" if she has ever been to San Francisco, she replies "Once with Gable and Tracy and the joint fell apart," referring to the very popular 1936 M-G-M film San Francisco in which Jeanette MacDonald co-starred with Clark Gable and Spencer Tracy in a story set at the time of the 1906 earthquake (see AFI Catalog of Feature Films, 1931-40; F3.3891).