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Working titles of the film were The Uniform and Unholy Partners. According to news items in Hollywood Reporter, Charles Ruggles was wanted for a role in the picture and Hedy Lamarr was to have played the role that was taken over by Rosalind Russell. Although under contract to M-G-M, Russell had not made a film at her "home" studio since The Women, produced in 1939. Portions of the film were shot on location at the Alhambra airport, Calabasas and the Malibu Hills. This was the third and last time that Clark Gable co-starred with Russell. They had previously appeared together in M-G-M's 1935 film China Seas, and Russell had a small part in the 1934 Gable-Joan Crawford picture Forsaking All Others (see AFI Catalog of Feature Films, 1931-40; F3.0708 and F3.1442).