In mid-September 1964 the cast and crew of Cat Ballou flew to Colorado to begin shooting. They had to work fast for the location shots since they needed to beat the inevitable Colorado winter weather and finish up before the first snowfall.

The production moved at a brisk pace. "It seemed we'd never do two takes unless the camera broke down," recalls Jane Fonda in her autobiography. "The producers had us working overtime day after day, until one morning Lee Marvin took me aside. 'Jane,' he said, 'we are the stars of this movie. If we let the producers walk all over us, if we don't stand up for ourselves, you know who suffers most? The crew. The guys who don't have the power we do to say, 'Sh*t, no, we're workin' too hard.' You have to get some backbone, girl. Learn to say no when they ask you to keep working.'"

Aside from the grueling pace, the cast had a wonderful time making Cat Ballou. Lee Marvin in particular seemed to relish his dual role as Kid Shelleen and Tim Strawn. "Lee was playing this whole thing with a kind of bravado that caused his colleagues on the crew to break up laughing on every take," said director Elliot Silverstein in a 2000 interview. There were times during the shoot, however, when Silverstein was uncertain about the direction that Marvin was taking the character of Kid Shelleen. It was clear that regardless of how Silverstein wanted a scene played, Marvin had his own ideas. Often he would just nod his head at Silverstein's directions and play the scene in the way he saw fit. When producer Harold Hecht noticed how Marvin's comedic performance kept the cast and crew in stitches, he convinced Silverstein that Marvin's instincts were right.

Lee Marvin's larger-than-life personality and fondness for tipping back the bottle made the actor a raucous but irresistible presence on the set. "Working with Lee Marvin was an unbelievable experience," said Dwayne Hickman. "Never have I met such an outrageous personality. Lee loved to drink, and the more he drank, the more outrageous he became. He had a story about everything and everybody. He also had very definite theories on acting and a style that was all his own. Lee figured if a little bit was good, a lot would be so much better. As a result, each take of a scene was bigger than the last." According to Hickman, Marvin sometimes used alcohol to enhance his performance as the drunken Kid Shelleen. For instance, the very first scene that Marvin shot was the one in which everyone meets Kid Shelleen for the first time, and he is falling down drunk. "He rehearsed several times," said Hickman, "and then went behind the barn and took a shot of vodka to steel himself. I ran into him in front of his dressing room where he had just gotten sick. When I asked if he was all right, he said, in typical Lee Marvin fashion, 'Tension, baby...just a little tension.'"

While Marvin's drunken antics kept most of the cast and crew laughing, it didn't make a fan out of Jane Fonda. Fonda, who had the job of playing her character straight while the others got to ham it up, took her role very seriously. Too seriously for Lee Marvin, who according to Dwayne Hickman, was always trying to joke with her and make her lighten up. Hickman recalls that Fonda was "less than enthusiastic about the movie. She wanted to do more serious work and playing straight man to a bunch of crazy characters wasn't her idea of great filmmaking." Marvin's efforts to loosen her up were met with annoyance from Fonda. It didn't help their relationship either that Marvin insulted her French husband Roger Vadim while he was visiting the location set in Colorado. "When he was drunk," said Vadim in his 1986 memoir Bardot, Deneuve, Fonda, "he would tell me that he hated the French. 'But,' he would add, 'I like you because you're half Russian, even though I hate Russians also.'"

Singer Nat King Cole, who was playing one of the singing troubadours, had a nightly singing engagement at a Lake Tahoe nightclub during the making of Cat Ballou. He would commute daily between Lake Tahoe and the set in order to do both. Everyone noticed that Cole was coughing a great deal whenever he was on the set and losing weight, but most figured he was just running himself down with such a grueling schedule. Unbeknownst to them and to Cole himself, he was already very sick with lung cancer. Cole, whom Jane Fonda described as "kind and wonderful," fought through his illness to give a spirited performance in his small but memorable role. The cancer would take his life at the age of 45 in February 1965, just a few months shy of Cat Ballou's release.

When the Colorado location shoot was done, the cast and crew returned to Hollywood to complete filming at the studio. The entire shooting time including the location work took an economical six weeks.

Even though everyone knew that they were making at least a good film, no one had any idea that they were making a classic. "I have to admit," said Jane Fonda, "it wasn't until I saw the final cut of Cat Ballou that I realized we had a hit on our hands. I hadn't been around when they filmed Lee's horse, leaning cross-legged up against the barn in what's become a classic image, or when Lee tries to shoot the side of the barn."

When Cat Ballou was released in the summer of 1965, audiences loved it, and critics everywhere singled out the comedic revelation of Lee Marvin's performance. He and Jane Fonda enjoyed the success that came with appearing in the biggest films of their careers up to that point. Fonda became a major star, and Marvin went on to win the Academy Award for Best Actor, which gave his middle-aged career a huge boost and kept him working as a leading man for the next twenty years. In his acceptance speech at the Academy Awards ceremony, Marvin gave thanks where thanks was due. "I think half of this," he said, "belongs to a horse somewhere out in the valley."

by Andrea Passafiume