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The working titles of this film were The Giant Swing and The Bouncer and the Lady. According to the Twentieth Century-Fox Records of the Legal Department and the Twentieth Century-Fox Produced Scripts Collection at the UCLA Arts-Special Collections Library, the studio purchased W. R. Burnett's novel in 1932 and began preparing scripts for it from that time. Among the writers who over the years worked on the adaptation were: W. R. Burnett, Garrett Fort, Howard J. Green, Doris Anderson, Lester Cole, Winifred Willis, Kathryn Scola, Lamar Trotti, William A. Drake, Robert Yost, Sally Sandlin, Shepard Traube and Horace McCoy. The extent of their respective contributions to the completed film, however, has not been determined. According to Hollywood Reporter news items and studio records, Alice Faye was announced as the star in 1938, and between 1937 and 1940, Gregory Ratoff was slated to direct the picture. In 1932, Winfield R. Sheehan was to be the producer, Gene Markey was designated as the producer in 1937, and a November 25, 1940 Hollywood Reporter news item noted that Lucien Hubbard had worked on preparing the film as well.
A April 21, 1941 Hollywood Reporter news item stated that Mary Beth Hughes had been scheduled for the female lead but was replaced by Carole Landis. Another Hollywood Reporter news item included Basil Walker in the cast, but his appearance in the released picture has not been confirmed. The scenes of "Lily Brown" and "Duke McKay" in the countryside were filmed at Elysian Park, in Southern California. According to a Hollywood Reporter news item and studio publicity, after the picture was completed, studio executives viewed a rough cut and decided to upgrade the film from "its original intended program rating to full 'A' status." The film was then "given a class A advertising budget, an increased music appropriation and all the trimmings that the most important productions receive."