- Garland's husband Vincente Minnelli was originally slated to direct, but Garland's psychiatrist advised them not to work together.
- The shedding feathered gown worn by Garland in one number is an in-joke reference to Ginger Rogers' problematic gown in Top Hat (1935) .
- A Garland solo number, "Mr. Monotony", was cut from the film.
- 'Gene Kelly' was originally scheduled to play Don, but he unexpectedly broke his ankle. It was at his suggestion that he be replaced by Fred Astaire. Cyd Charisse was up for the role of Nadine, but her pregnancy forced her to drop out. She was replaced by 'Ann Miller' . Although she had been a star for years, 'Judy Garland' had never met Fred Astaire before, and was afraid to speak to him until they were properly introduced.
- This is the second time that a character says to 'Judy Garland' : "Why didn't you tell me I was in love with you?" in a film. The first was 'Gene Kelly' in For Me and My Gal (1942).
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