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The Motion Picture Herald review incorrectly lists this film as a Paramount release. M-G-M borrowed Miriam Hopkins from Paramount for the production. In a modern interview, director King Vidor recalled the following information about the production: After producer Lucien Hubbard brought Philip Stong's novel to his attention, Vidor asked that Stong, whose book State Fair had been made by Fox into a successful picture earlier in 1933, work on the screenplay. Because Stong had difficulty writing additional scenes for the film, Vidor speculated that his "very bright wife" May actually have written most of the novel. According to Vidor, Stong changed his story in his rewrites "more than some studio writers would." The film was shot in Chino, CA, a rural community near Los Angeles. Remembering that he worked with a female art director named Doris, Vidor claims that he was "inspired by several paintings by Grant Wood" and ordered that "some of the buildings out there in Chino" be built according to the architectural style found in Wood's paintings. Vidor noted that a love scene "that took place in a pile of hay on the ground" and another scene in which Louise's feeling "for the farm and the country" is stated were missing from a modern print of the film.