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The working title of this film was We Dare Not Love. According to a March 1940 Hollywood Reporter news item, Columbia purchased James Edward Grant's story for $10,000 as a vehicle for Jean Arthur. In June 1940, the studio assigned Charles Vidor to direct the picture, which was now to star Brian Aherne and Joan Bennett, according to a Motion Picture Daily news item. A July 1940 Hollywood Reporter news item noted that Columbia was now negotiating with Luise Rainer to star in the picture. According to a January 5, 1941 Hollywood Reporter news item, the studio was considering Louise Campbell as the second lead. Martha Scott, who was finally cast as the female lead, was borrowed from Sol Lesser to appear in the picture. According to a New York Times news item, the loan was part of a deal in which Columbia, which jointly owned Melvyn Douglas' contract with M-G-M, allowed Douglas to appear in the 1941 United Artists picture That Uncertain Feeling , in exchange for Scott's appearance in this film. George Brent was borrowed from Warner Bros. to appear in this film. Toward the end of production, Vidor took over as director from James Whale, who had fallen ill with the flu, according to a January 30, 1941 Hollywood Reporter news item. They Dare Not Love was Whale's last completed film. He directed a segment of the 1952 RKO production Face to Face, entitled "Hello Out There," but that segment was not in the released film. They Dare Not Love also marked the screen debut of Richard Lyon.