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The working titles of this film were The Under Crust and Ready, Willing and Beautiful. Actress Vicki Lester's name was misspelled as "Vickie." According to information in the Twentieth Century-Fox Records of the Legal Department, located at the UCLA Arts-Special Collections Library, Robert Hopkins worked on a story outline for the film, but the extent of his contribution to the completed picture has not been confirmed. According to Hollywood Reporter and Los Angeles Examiner news items, Betty Grable and Jack Oakie were originally set to star in the picture, but Grable was replaced by Virginia Gilmore, and Oakie was instead placed in The Great American Broadcast. Hollywood Reporter also noted that S. Z. Sakall had been set for a "top role" as a "comic gangster," and that model Cobina Wright, Jr. had been tested for a part. Sakall and Wright do not appear in the finished film, however.
According to the MPAA/PCA Collection at the AMPAS Library, the PCA cautioned the studio that the picture would not be approved unless "a great number of objectionable lines of dialogue," which were sexually suggestive or dealing with criminal activity, were omitted. The PCA also stated that "it will be necessary to insert some dialogue to indicate that your lead has determined to give up his career of crime, & start anew from scratch."
The picture marked the film debut of Stanley Clements and Milton Berle's first film since his appearance in the 1938 RKO production Radio City Revels. According to a May 14, 1941 Hollywood Reporter news item, the studio had "upped" the film from "its original intended program rating to full 'A' status," by increasing the advertising budget. A viewing of the film revealed that the department store scenes were shot in the I. Magnin store located in the Wilshire district of Los Angeles. Karl Tunberg and Darrell Ware received an Academy Award nomination in the Writing (Original Screenplay) category. Tall, Dark and Handsome was the first picture produced by Fred Kohlmar for Twentieth Century-Fox. Kohlmar also produced Twentieth Century-Fox's 1950 remake of the film, entitled Love That Brute, which was directed by Alexander Hall and starred Paul Douglas, Jean Peters and Cesar Romero. In the latter picture, Romero played the role of the rival gangster.