- Production of the film started in October 1938 and had a troubled history. Director Josef von Sternberg quit because of artistic differences. Director Frank Borzage took over, but the production was shelved in early January 1939 for more than 10 months, when W.S. Van Dyke took over and practically re-shot the whole film, with many different cast members. One contemporary reviewer quipped the film should have been called "I Re-Take This Woman".
- Jack Carson is credited onscreen but has only one short scene yelling in a subway. His voice is clearly dubbed, probably because he couldn't be at the retakes.
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