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The opening credits begin: "Metro-Goldwyn-Mayer presents John O'Hara's Butterfield 8." O'Hara's novel Butterfield 8 was in part based on the real-life 1931 mysterious death of young socialite Starr Faithfull. O'Hara's protagonist is a semi-professional call girl using the Manhattan Butterfield Exchange for her phone service, while the film's "Gloria Wandrous" was changed to an amateur call girl because she does not take money from the men she is with. Portions of the film were shot on location in and around New York City, including the areas of Greenwich Village, Fifth Avenue, Stony Point, Elmsford, Larchmont and Long Island; however, a December 3, 1959 Hollywood Reporter news items notes that the production was moved to Los Angeles after Elizabeth Taylor suffered pneumonia during production. Production on the film was interrupted by the Screen Actors Guild strike which lasted from 7 March-18 April 1960.
According to a biography of Taylor, the actress protested playing the role; however, M-G-M, to which she was under contract, insisted that she star in the film before releasing her to star in the Twentieth Century-Fox production of Cleopatra. Taylor finally accepted the part, but under the condition that actor and popular singer Eddie Fisher be given a role. Recently widowed by the death of her husband, producer Michael Todd, who died in a plane crash in March 1958, Taylor began an affair with Fisher, who had been a family friend. They married in 1959 after Fisher divorced actress Debbie Reynolds. A November 6, 1959 Hollywood Reporter news item notes that Eddie Albert was originally considered for the role that Fisher was finally assigned. According to a December 2, 1959 Hollywood Reporter news item, Jeanne Cooper was tested for a role, but her appearance in the final film has not been confirmed.
Following an Academy Award nomination for her performance in 1959 film Suddenly, Last Summer in the spring of 1960, Taylor signed the contract to star in Cleopatra in July 1960. The scheduled January 1961 shooting on location in England was postponed until spring 1961 due to Taylor contracting viral pneumonia in March. Within days, Taylor was forced to have an emergency tracheotomy, which saved her life, but left her in a coma. For days the press reported that Taylor was near death, however, she slowly recuperated while Cleopatra was rescheduled for shooting in balmy Rome.
When Taylor and Fisher returned to Hollywood and attended the April 17th Academy Awards ceremony, Taylor received the award for Best Actress for her performance in Butterfield 8, which she accepted in her weakened state. The award was perceived by many critics to be a "sympathy" vote not only for her recovery, but also for Taylor's many past performances. After shooting finally began on Cleopatra in January 1962, Taylor and co-star Richard Burton began an affair which ended her marriage with Fisher by the spring 1962. Butterfield 8 was also nominated for an Academy Award for Best Color Cinematography.