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The working title of this film was An Empire Is Born. The title card of the film reads "Frank Lloyd's Wells Fargo." According to a news item in Variety on July 14, 1937, the picture was budgeted at $1,500,000. The studio initially announced Frances Farmer, Fred MacMurray, and Randolph Scott as the stars. This was the first co-starring film for Joel McCrea and Frances Dee, who were husband and wife in real life. McCrea was borrowed from Samuel Goldwyn for the film. Rebecca Wassem was originally cast as "Lola Montez," but she was replaced by Sheila Darcy, who was then signed to a stock contract by Paramount. Locations included the Napa Valley, Angel's Camp, Columbia, Parrott's Ferry, Chico and Sonora, CA. Hollywood Reporter announced on August 24, 1937 that director Frank Lloyd had moved the company to Paramount's ranch. The company claimed the set was the largest ever built; to recreate San Francisco's Portsmouth Square as it looked in the 1850s and 1860s, a hilltop was levelled and seven acres were graded for the set, which consisted of thirty-two buildings. Jack Leys, the assistant propman for the film, was reportedly wounded when he reached into the prop chest for a gun while on location at Sonora and accidentally shot himself. The picture was nominated for an Academy Award in the sound recording category.