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On 31 October 1927, 22-year-old millionaire Howard Hughes, the founder and president of the Caddo Company, put into production what, by 1930, would become a $4,000,000 film. Hell's Angels broke all previous records for the amount of money spent on a single motion picture, and its enormous expense was unrivaled until 1940, when the final cost of Gone With the Wind was tallied. The idea to film a World War I aviation picture was suggested to Hughes by Marshall Neilan in the fall of 1926, and Hell's Angels was begun nearly a year later as a silent film, at Metropolitan Studios. Paramount director Luther Reed was the first to direct the film, and did so for two months before quitting in January of 1928 because of, according to modern sources, Hughes' annoying interferences. Neilan, who parted ways with Hughes early on, apparently left for the same reason.
Following Reed's departure, Hughes decided to direct the picture himself. Hughes took a special interest in the air sequences of the film, and personally oversaw the acquisition of forty warplanes, some of which were authentic World War I fighters. Hughes' fleet of airplanes constituted the largest fleet of military aircraft owned and commanded by a private individual. Over the course of three years, the Hell's Angels production was plagued with a number of fatal and near-fatal air mishaps. The film, both directly and indirectly, claimed the lives of two pilots and an assistant, who were killed in three separate air tragedies.
When the completed silent version of Hell's Angels was previewed in March of 1929, Hughes, at the urging of co-director James Whale, decided to scrap the film and reshoot it in sound. Hughes borrowed M-G-M writer Joseph Moncure March for the task of rewriting the script. When Moncure viewed the silent version of the film, he reportedly called it "depressingly bad." Production resumed in early September 1929. Not only were thousands of feet of film scrapped for the new production, but so was the star, Greta Nissen, who was dismissed because of her strong Norwegian accent. Filming began on the sound version of Hell's Angels without a female lead. Although Hughes was presented with a number of candidates, including June Collyer, Ann Harding, Carole Lombard (then known as Carol Peters) and Dorothy Mackaill, he was apparently not satisfied with any of them. Hughes decided on Harlow after being introduced to her by leading man Ben Lyon, who reportedy picked the neophyte actress out of a group of dancers who were performing at a nearby sound stage. In the ensuing months, friction developed between Harlow and Whale, who was having difficulties getting a professional performance out of the inexperienced actress. Hell's Angels marked the feature film debut of actress Marian Marsh (1913-2006), who at the time was billed as Marilyn Morgan.
The final scene of the film, the battle scene involving the brigade, was shot on December 7, 1929 and involved 1,700 extras-merely a fraction of the 20,000 extras that were employed for the entire production. In addition to sound, the film featured a two-color Technicolor process, which was used for the ballroom scene, and about forty percent of the film was shown in tinted colors. All totalled, a record-breaking 2,254,760 feet of film (about 560 hours) was shot and developed for the picture-the largest amount of negative discarded for a single film.