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According to a Hollywood Reporter news item, M-G-M bought the rights to the George and Ira Gershwin musical Lady Be Good (New York, 1 December 1924) from Warner Bros. in October 1940. Only two of the play's songs, "Lady Be Good" and "Fascinating Rhythm," were retained for the film and an entirely new story was written. News items also note that Tony Martin was originally cast in the role of "Buddy Crawford." Martin's recording of "The Last Time I Saw Paris" had been a hit when the song was released in 1940. Oscar Hammerstein II's lyrics were written just after the fall of Paris to the Nazis. The song won an Oscar for Best Song, but, according to various news items, the award caused controversy because the song was not written specifically for the film but was purchased by M-G-M for use after it became popular. The songs that lost the award included "Chattanooga Choo Choo" and "Blues in the Night."
One of the film's musical numbers, "Your Words and My Music," was performed at one point in the film by Eleanor Powell and a dog called "Buttons." This number is frequently included in documentaries about film musicals. A montage, featuring stock footage of Paris, was shown while Ann Sothern sang "The Last Time I Saw Paris." An earlier film entitled Lady Be Good, released by Warner Bros.-First National, was directed by Richard Wallace and starred Jack Mulhall and Dorothy Mackaill (see AFI Catalog of Feature Films, 1921-30; F2.2930). That film bore no resemblance to either the original Broadway musical or the later M-G-M film.