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Sir James M. Barrie's "Phoebe Throssel" was first performed by Maude Adams, who also played the character in a 1932 radio version of the play. According to a July 1934 Hollywood Reporter news item, M-G-M hired Rowland Lee to work on an adaptation of Barrie's play for that studio. However, Hollywood Reporter reported in December 1934 that RKO had purchased the rights to the play as a vehicle for Katharine Hepburn. (RKO's version of Barrie's The Little Minister, which also starred Hepburn, opened shortly after this purchase.) Modern sources state that Hepburn cajoled George Stevens, who had directed her in Alice Adams, into working with her on this film, even though he had been slated by RKO to direct Winterset, a story he especially wanted to make. An August 1936 Los Angeles Examiner news item states that producer Pandro Berman had negotiated for Douglas Fairbanks, Jr., who was working in England at the time, to co-star with Hepburn. RKO borrowed Franchot Tone from M-G-M for the production, which was Joan Fontaine's first film for the studio and the first film in which she appeared as Joan Fontaine. (Her previous stage name was Joan Burfield.)
Although George D. Ellis received screen credit as the film's sound recorder, RKO production files indicate that Clem Portman worked on the film during its first two weeks of production. Exteriors were shot at the Triumpho Canyon and Malibu Lake areas of Malibu, CA. A February 1937 Hollywood Reporter news item notes that RKO chose to delay the opening of the picture several months in order to capitalize on Hepburn's theatrical tour of Jane Eyre.
Roy Webb was nominated for an Academy Award for Best Score but lost to Charles Previn for One Hundred Men and a Girl. According to modern sources, the film, which was Hepburn's third consecutive costume drama, lost $248,000 at the box office. Modern sources credit Mel Berns with the picture's makeup and add Carmencita Johnson (Student) to the cast. In 1927, M-G-M distributed a version of Barrie's play, which starred Marion Davies and Conrad Nagel and was directed by Sidney Franklin (see AFI Catalog of Feature Films, 1921-30; F2.4384).