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The plot summary was based on a screen continuity in the Twentieth Century-Fox Produced Scripts Collection, and the onscreen credits were taken from a screen billing sheet in the Twentieth Century-Fox Records of the Legal Department, both of which are at the UCLA Theater Arts Library. According to information in the legal records, Ernest Pascal and Jesse L. Lasky, Jr. worked on the screenplay before Rex Taylor began his adaptation, but Taylor did not use any of their work. SAB, however, credits Pascal with contributing to screenplay construction. In response to a claim by G. Louis Peters that the story plagiarized Peters' story, "Fool's Gold," Harry Chandlee, who worked on the screenplay, detailed the development of the project in correspondence in the legal records. According to Chandlee, Frank Mitchell Dazey wrote the original story around 1930 under the title "Ghost Town" and registered it with the Screen Writers' Guild. Taylor wrote an adaptation using the story's basic idea, but changed much of the detail. Chandlee then wrote a more complete adaptation, after which Frances Hyland wrote the final script. Following this, Philip Dunne and Chandlee rewrote two sequences, which were filmed as retakes.
According to a Daily Variety news item dated September 26, 1934, Spencer Tracy, who was originally cast in the male lead, failed to show up for work on the film by noon on the first day of shooting, September 24, 1934, and was still absent on 25 Sep. Fox then dropped him from the payroll and was planning on instituting measures to collect from Tracy all costs incurred by the delay, which was estimated to be about $7,500. According to Daily Variety, this was the second time Tracy went "AWOL" in two months. He previously disappeared while working on Marie Galante (see below) with only ten days to go in the production. In the case of that film, Tracy agreed to reimburse the studio $25,000 and appear in the film rather than be held liable for the substitution of another actor and remake costs of $125,000. After Richard Arlen replaced Tracy, Daily Variety reported that "a mysterious eye infection," which victimized Arlen, director James Cruze and actor Ralph McCullough, caused Fox to close down production on September 28, 1934. According to Daily Variety, "shortly after starting work, the eyes of all three started to close and were shut tight within a few minutes." Production resumed on 4 October 1934.
According to information in the pressbook for the film, this was Arlen's first film as an independent free-lancer after leaving Paramount. The pressbook states that Jesse L. Lasky, the producer of this film, gave Arlen his first screen role, and that Cruze and Lasky hadn't worked together since the silent era.