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A pre-production title for the film was Once There Was a Lady. A production chart in Hollywood Reporter and a news item in Motion Picture Herald list Billy Burrud, a child actor, in the cast, but he was not seen in the viewing print and his appearance in the film has not been confirmed. He May have been replaced by Dickie Moore, who played Pietro in the film, or, his name May have been printed mistakenly in both sources instead of actress Billie Burke, who was in the film, but was not listed in either the Hollywood Reporter chart or the Motion Picture Herald news item. According to other news items in Hollywood Reporter, this was Dorothy Arzner's first directorial effort for M-G-M, but Arzner was earlier assigned to help complete the studio's 1937 film The Last of Mrs. Cheyney after the sudden death of director Richard Boleslavky. Arzner completed no additional films for M-G-M. The picture was filmed partially on location in the Mammoth Lakes area of the Sierra Mountains, CA, and background footage obtained by Fred Wilcox on an Austrian trip were included in this film and in Paradise for Three (see below). This was the last film in which Franchot Tone and Joan Crawford, who were married from 1935 to 1939, appeared together.