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The film's written prologue reads: "That Fabulous Era-when Florenz Ziegfeld Glorified the American Girl, and New York wore her over its heart like an orchid-while she lasted." Although theatrical impressario Florenz Zeigfeld, Jr. (1867-1932) is mentioned throughout the film, he is not represented onscreen, nor is the word "Follies" used. In addition to the songs listed above, portions of the songs "Whispering" and "You Never Looked So Beautiful" were also performed. Some of the production numbers in the film were reminiscent of those in the 1936 M-G-M film The Great Ziegfeld, a biography of the producer that was also directed by Robert Z. Leonard, and starred William Powell in the title role.
The famous "Wedding Cake" set from The Great Ziegfeld was recreated for Ziegfeld Girl, with Judy Garland situated at the top of the structure, just as actress Virginia Bruce had been in the 1936 film. Small portions of the "You Gotta Pull Strings" and the "Harriet Hoctor Ballet" numbers were also recreated. Rights to the use of Ziegfeld's name and productions May have been obtained through the original negotiations for The Great Ziegfeld (see AFI Catalog of Feature Films, 1931-40;F3.1728). According to modern sources, "Sheila Regan," the character played by Lana Turner, was inspired by actual Ziegfeld Follies star Lillian Lorraine, who once had a drunken fall into the orchestra pit during an elaborate number. Al Shean, who plays himself in the film, was half of the famous vaudeville team "Gallagher and Shean."
In a July 1938 news items in Hollywood Reporter, Joan Crawford, Eleanor Powell, Margaret Sullavan and Virginia Bruce were mentioned as possible stars of the film, but when production was delayed for over two years, the entire announced cast was changed. Other news items noted that Frank Morgan was originally cast in the film, which was to include the following women as "Showgirls:" Nina Bissell, Louise La Planche, Lorraine Gottman (Leslie Brooks), Madeleine Martin and Alaine Brandes. Morgan was not in the released film, and the appearance of Bissell, La Planche, Gottman, Martin and Brandeis has not been confirmed.
Additional news items note that when the film was previewed, the character of "Sheila Regan" died at the end, but audience reaction was so negative that the ending was changed to allow her to live. The viewed print, and the studio summary included in the press information in the AMPAS Library file on the film are ambiguous about Sheila's fate. When Sheila is talking hopefully about her future with "Gil", the scene switches to the onstage finale and the film ends. Although Sheila does not appear to die, the impression is that she is dying. Modern sources include Georgia Carroll, Virginia Cruzon, Irma Wilson, Vivian Mason and Frances Gladwin in the cast.