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Variety noted that the studio run by James Cagney's character is almost an exact replica of the Fanchon and Marco offices on Sunset Blvd. in Los Angeles, where similar prologues were produced. According to Motion Picture Daily, Dick Powell replaced Stanley Smith. Film Daily notes that Ruth Donnelly replaced Dorothy Tennant. Eugene Pallette, George Dobbs and Patricia Ellis were also considered for roles in the film, and Larry Ceballos was signed to direct dance numbers. Daily Variety reported that Larry Ceballos brought a lawsuit against Warner Bros. and Busby Berkeley for $100,000 because he was not given the chance to direct special dance numbers in the picture has per his original agreement with the studio. In addition, the studio gave Berkeley credit for a "mirror dance" which Ceballos claimed to have designed when Berkeley used the number in the Warner Bros. film Wonder Bar. According to modern sources, Cagney's character was patterned after Chester Hale, a well-known impressario of the times.
The movie that is playing at the theater visited by Cagney's character early in the story is the 1933 Warner Bros. film The Telegraph Trail, starring John Wayne, Marceline Day and Frank McHugh. In the "Shanghai Lil" number, the chorus creates an American flag which turns into a picture of President Franklyn Delano Roosevelt, then an eagle, the symbol of the National Recovery Administration, instituted as part of Roosevelt's "New Deal" program. Actor John Garfield, who is seen briefly in the "Shanghai Lil" number, made his motion picture debut in the film. Modern sources credit Robert Lord as supervisor and add additional cast credits: Marjean Rogers, Donna Mae Roberts, Dona La Barr, Marlo Dwyer (Chorus girls), William V. Mong (Auditor), Lee Moran (Mac, the dance director), Roger Gray (Sailor in "Shanghai Lil" number).