Cat Ballou began as a novel by Roy Chanslor called The Ballad of Cat Ballou published in 1956. It was a serious tale of the old west with the tomboyish female protagonist Cat Ballou at its center. Bearing only a marginal resemblance to the film that was ultimately made, The Ballad of Cat Ballou has Cat vowing revenge when both her parents are killed in a stampede started by ranchers of the Cattlemen's Association.

With the intention of making a serious adaptation of the novel, producer Harold Hecht (Marty [1955], Separate Tables [1958]) first approached writer Frank Pierson to pen the screenplay. At the time Pierson was a television writer and was serving as the story editor on the popular TV western Have Gun Will Travel. Hecht believed that Pierson's talent with writing dramatic western stories would be a good fit for the film version of Cat Ballou. It would also mark Pierson's feature film debut as a screenwriter.

Pierson knew that Harold Hecht was looking for the right person to direct Cat Ballou. He immediately thought of his friend Elliot Silverstein, who was a television director working with him at the time on Have Gun Will Travel. Silverstein was hired, and like Pierson, Cat Ballou would also mark his first feature film.

In the midst of numerous script rewrites, according to co-star Michael Callan, "someone" came up with the idea to depart from the original novel's serious tone and make Cat Ballou a comedy. It was an idea that worked brilliantly on the page. Its success as a film would depend on finding just the right cast.

Sultry red-headed Ann-Margret was originally offered the starring role of Cat. According to her 1994 autobiography My Story, however, she didn't even know it at the time. "I was offered Cat Ballou, the western spoof that won Lee Marvin an Oscar®," she writes, "but my manager apparently declined the job without informing me. I suppose he felt it was in my best interests. It was only years later that I learned about the offer."

Producer Hecht next approached Jane Fonda, who was under contract to Columbia at the time, to play Cat. The beautiful young Fonda had been making movies since 1960. While it was clear that she was talented, she had not yet been able to establish herself as a major star.

Jane Fonda was living in France at the time with first husband, director Roger Vadim, when she first read the Cat Ballou script. "The script was unusual, and I wasn't sure whether it was any good or not," she says in her 2005 autobiography My Life So Far. "I'm not sure Lee Marvin knew either. I remember him whispering to me one day during rehearsal that the only reason he and I were in the movie was that 'we're under contract and they can get us cheap.'"

Roger Vadim recalls that Fonda didn't want to do the film and was going to turn it down. After reading the script himself, however, Vadim encouraged her to do it. "I like Cat Ballou," he told her. "The woman is courageous, but tender, modern and funny. It's just right for you at this stage in your career." On his advice, Fonda agreed to star in the film, which would forever change the course of her blossoming career.

For Clay and Jed, the two roguish young outlaws who join Cat's gang, director Elliot Silverstein wanted to cast actors that were not normally associated with gunfighter roles. Elliot cast television actor Michael Callan as Clay and Dwayne Hickman, famous to television audiences as Dobie Gillis, as Jed. John Marley was cast as Cat's crusty father Frankie Ballou, while established entertainers Stubby Kaye and Nat King Cole were cast as the film's singing troubadour Greek chorus, billed as the "Shouters".

According to a 2000 interview with Elliot Silverstein, he was under pressure to cast a big name in the crucial double role of Kid Shelleen/Tim Strawn to add some box office power to the low budget production. The role was offered to Kirk Douglas, José Ferrer and Burt Lancaster. They all turned it down. Then, Silverstein had an inspired idea. "I pulled out my secret desire," he said, "which was a fellow who had played in a film called The Wild One [1953] and had got off a motorcycle and reeled around for a moment in a kind of scroungy way, and his name was Lee Marvin."

Marvin, who had made a career of playing hard-nosed heavies and villains, was an unlikely choice for a comedy like Cat Ballou. However, when Silverstein sent him the script, he loved it and understood the creative potential of the dual role. In fact, Marvin wanted the role so much that he took a pay cut in order to do it. It would prove to be the best career decision of his life.

Before shooting began, the cast assembled for a read-through at the Beverly Hilton Hotel in Los Angeles. "As we began to read the funny and very offbeat script," writes co-star Dwayne Hickman in his 1994 autobiography Forever Dobie: The Many Lives of Dwayne Hickman, "I realized how exciting this movie was going to be...Lee [Marvin] raised overacting to an art form. He would do bits that no other actor would have the nerve to do, and somehow, with his horse face and bigger-than-life character, he could make it work...Everyone was so well cast and so special that by the end of our first read-through the movie was starting to take shape."

by Andrea Passafiume