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A pre-production title of the film was Let 'Em All Talk. According to news items in Hollywood Reporter, Ray June took over the "last few days" of shooting on the film when photographer Harold Rosson left to go on vacation, and Harold Weinberger took over as Asst dir when Joseph Newman's illness prevented him from completing his work on the picture. An earlier news item mentioned that Richard Rosson (the film's second unit director and the brother of cameraman Harold Rosson) and Clyde De Vinna had just left for Dutch Guiana to spend three weeks in the jungle shooting footage of the Djuka tribe for the picture. A December 1938 article in AC, written by De Vinna, describes the location trip which he and Richard Rosson took to shoot backgrounds that were later incorporated into the studio footage. Portions of the film were also shot on location in Sherwood Forest, CA.
Hollywood Reporter reported on December 13, 1937 that Spencer Tracy was scheduled to star in the film with Clark Gable. At that time they were working on another aviation picture with Myrna Loy, Test Pilot, which was completed in February 1938. Another news item in HR reported that Margaret Sullivan was in line for the part which first, and then finally, was assigned to Loy. Variety noted in its review that story writer Len Hammond had been an executive with newsweel company Movietone News and that screenwriter Laurence Stallings had also worked for Movietone. According to press releases, Gable spent two days working with an actual newsreel crew to get a feeling for his part. A Hollywood Reporter news item notes that George Peter Lynn, who portrayed Harry Harding in the film, was actually a former stunt pilot. This was the fifth and last film in which Gable and Loy, called in fan magazines of the time the "King" and "Queen" of Hollywood co-starred. Modern sources note that the picture was one of M-G-M's biggest hits of the year.