- Henry B. Walthall originally had a large role including a key scene in which he died on stage during rehearsals. Almost all of his scenes ended up on the cutting room floor.
- The following cast was considered:- Warren William or Richard Barthelmess instead of Warner Baxter- Kay Francis or Ruth Chatterton instead of Bebe Daniels- Loretta Young instead of Ruby Keeler- Joan Blondell instead of Ginger Rogers- Glenda Farrel instead of Una Merkel- Frank McHugh instead of George E. Stone
- Ginger Rogers took the role of Anytime Annie at the urging of director Mervyn LeRoy, whom she was dating at the time.
- In one of the opening scenes, Bebe Daniels is reading the premiere issue of The New Yorker magazine, with its trademark top-hatted Manhattanite on the cover.
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