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Working titles for the film included Spring Is in My Heart, A Kiss in the Sun, Howdy Stranger, The Cowboy and the Heiress and The Lady and the Cowboy. The title briefly changed to The Lady and the Cowboy in early September 1938 when Samuel Goldwyn was sued by the Clyde Fitch estate over use of the title The Cowboy and the Lady, which was the title of a 1908 Fitch story purchased by Paramount Pictures and filmed by them in 1927. The 1927 film and the Fitch story had no relation to the Goldwyn story, however, and Goldwyn subsequently bought the rights to the title from Paramount. According to various news items in Hollywood Reporter and Motion Picture Daily, William Wyler began the picture's direction. Shortly after the first day of shooting, however, when the company was on location in Malibu, Goldwyn and Wyler argued over extensive retakes and Goldwyn accused Wyler of "wasting footage." Wyler charged that he was forced to work without a completed script and walked off the picture. Goldwyn subsequently suspended Wyler who, according to Hollywood Reporter, earned $50,000 per picture. Though Wyler did not return to the production, he and Goldwyn settled their dispute and Wyler directed his next picture for Goldwyn, Wuthering Heights (see below). ^5Several news items in Hollywood trade papers and national magazines noted that the picture "set a record" for the number of screenwriters employed at various times to work on the script. Although only Leo McCarey, Frank R. Adams, S. N. Behrman and Sonya Levien are given writing credits on screen, a large number of other writers contributed to the project at various stages. Anita Loos and John Emerson wrote a version of the story when it was called Spring Is in My Heart. It was their first writing assignment for Goldwyn. Lillian Hellman, Bob Ardey, Howard Estabrook, Frederick Lonsdale, Dorothy Parker, Alan Campbell, Eddie Moran, Frank Ryan, Gene Fowler, Richard Connell, and Robert Riskin also worked on the script at various stages of its development. Although the work of many of these writers probably was not reflected in the final film, an article in Daily Variety dated August 30, 1938 stated that Riskin was doing "the mop up work" after the picture's third month of production, and Hollywood Citizen-News called Ryan the "business" writer on the set.
According to a Hollywood Reporter news item, portions of the film were also shot on location at Triunfo, CA, where 150 riders were used as extras in the rodeo sequence. Other news items and production charts note that David Niven played the role of a British diplomat during filming, but his role was eliminated, as was that of actress Benita Hume, who was to portray the stepmother of the character Mary Smith. Thomas Mitchell was originally cast as Judge Smith, but the role was taken over by Henry Kolker in the early part of the production. Other actors who were listed in news items during the film's production but whose appearance in the completed film has not been confirmed are, Iron Eyes, Silver Tip Baker, John Judd, Steve Clemente and Dan Borzage. According to a news item, Borzage, the brother of director Frank Borzage, was to play the accordion in the film.
A Daily Variety article noted that the budget had gone past the $1,000,000 mark. A Life magazine article that appeared the week the film was released stated that the budget was over $1,750,000 and called it the first of a "new cycle" of expensive top star Westerns. A pre-release feature article in Hollywood Citizen-News mentioned that the White House had been approached to see if the film could include some newsreel footage of President Franklin Delano Roosevelt, but he declined. A Hollywood Reporter news item noted that a large promotion was to be made for the film at the November 5, 1938 USC vs. California football game in the Los Angeles Memorial Coliseum, during which airplanes would fly overhead advertising the picture and commemorative hats would be given out to fans. The picture was nominated for Academy Awards for Best Original Score and Best Song, and won the award for Best Sound. Although Paul Neal is credited on the film, Thomas Moulton accepted the award as head of Goldwyn's sound department. This was the second time Walter Brennan and Gary Cooper had appeared together in a film and the first of Brennan's five roles as Cooper's "sidekick." On January 20, 1941 Merle Oberon and Gene Autry appeared on a Lux Radio Theatre version of the story. Modern sources state that second unit director Stuart Heisler took over direction of the picture for a few days when H. C. Potter had to leave the over-schedule picture to work on RKO's The Story of Vernon and Irene Castle (See below). Modern sources include Billy Wayne, Ernie Adams, Russ Powell, and Jack Baxley in the cast.