Cat Ballou was first previewed following a screening of How the West Was Won (1962).

The square dancing sequence near the beginning of the film was shot in almost one take. The complicated sequence was screenwriter Frank Pierson's idea.

Lee Marvin thanked his horse when he won the Academy Award as Best Actor.

Jane Fonda and her husband Roger Vadim rented a house in Malibu that once belonged to actress Merle Oberon to live in while Fonda was shooting Cat Ballou in California.

Co-star Dwayne Hickman took horse riding lessons for several weeks before shooting began on Cat Ballou.

Dwayne Hickman was hit in the eye with a splinter while shooting the scene in which Kid Shelleen challenges Clay to a fight and throws a chair at him. Hickman kept on going with the scene, but had to be patched up afterwards.

Jack Palance reportedly wanted to play the role of Kid Shelleen/Tim Strawn, but he was never considered for it.

Singer Nat King Cole was very sick with lung cancer during the making of Cat Ballou. He died in February 1965, a few months before the film was released and it was his final film appearance.

During the opening credits, the Columbia "Torch Lady" logo changes into a cartoon of Cat Ballou and shoots her guns into the air.

Ann-Margret was the first choice to play Cat Ballou, but she never even knew she had been offered the part until years after the film's release. It turned out that her manager had turned the offer down without ever consulting her. In her 1994 autobiography My Story, Ann-Margret says that she would have loved to have played the role.

Kirk Douglas was first offered the Lee Marvin role, but he turned it down. It is a decision that he regrets today. "In 1965 I wanted to accept the offer to play the leading role in Cat Ballou," he says in his 2007 memoir Let's Face It. "My agent talked me out of it because he thought the part was too small. Lee Marvin played the part and won an Oscar®. Bad decision by my agent."

The producers borrowed period railroad cars used in the film from private collections to give the train sequences a more realistic feel.

Famous Quotes from CAT BALLOU

JACKSON TWO-BEARS (Tom Nardini): He's a murderer, a hired killer. His nose was bit off in a fight.
FRANKIE BALLOU (John Marley): If I was gonna be scared, I'd be scared of the fella who bit it off, not him!

CLAY BOONE (Michael Callan): He did it! (After a drunken Kid Shelleen shoots at a target on the side of a barn) He missed the barn!

JACKSON TWO-BEARS: Kid, Kid, what a time to fall off the wagon. Look at your eyes.
KID SHELLEEN (Lee Marvin): What's wrong with my eyes?
JACKSON TWO-BEARS: Well they're red, bloodshot.
KID SHELLEEN: You ought to see 'em from my side.

CAT (Jane Fonda): Some gang! An Indian ranch hand, a drunken gunfighter, a sex maniac, and an uncle!

KID SHELLEEN: (sniffing) I smell a water hole!

CLAY: I've never seen a man get through a day so fast.

KID SHELLEEN: Let's have a drink for old times' sake.
BUTCH CASSIDY (Arthur Hunnicutt): Old times' sake? That means you got no cash.

FRANKIE BALLOU: Well now, there's a game for a sheriff - liar's poker. We got our unemployed off the street and made Wolf City safe all in one brilliant stroke.

CLAY: We can't hold up the train.
CAT: Why not?
CLAY: Lots of reasons.
CAT: Name 'em.
CLAY: We're rustlers, not train robbers.
CAT: Well, if people didn't try something new, there wouldn't be hardly any progress at all.

KID SHELLEEN: Yeah, it's all over in Dodge. Tombstone, too; Cheyenne, Deadwood, all gone, all dead and gone. Why, the last time I came through Tombstone, the big excitement there was about the new rollerskate rink that they had laid out over the OK Corral. I'll tell you something else, I used to work for the Buffalo Bill Wild West Show and a Congress of Rough Riders. And I rescued many stagecoach passengers from road agents and drunkard injuns... in the nick of time! Twice a day, three times on Saturday.

FRANKIE BALLOU: You'd like a drink better than a poke in the eye with a sharp stub, wouldn't you?

JED (Dwayne Hickman): (to Cat) Ma'am, I apologize for my disgusting condition and I assure you I will not inflict myself on you any further.

CAT: (looking at her father laid out in a coffin) Why is he smiling like that? My father never smiled like that in his whole life?
UNDERTAKER: Well, he's going to smile like that forever, now. Courtesy of the Wolf City Development Company.

JED: Ma'am, I can understand your objection to rustlin' - a girl with your background and gentle upbringing - but it's the only way we can raise money.
CAT: No it's not.
CLAY: Well, what do you think we ought to do that's fittin' and proper?
CAT: Rob a train.

CAT: You won't make me cry. You'll never make me cry!

CAT: (to the Hole in the Wall Gang) Some gang of cutthroats and murderers. We used to whisper your names when we were kids - scared to say them out loud. How sad - you got old.

CLAY: I think we'll go to St. Louis.
CAT: St. Louis?
CLAY: Yeah, St. Louis! City on the Missouri, railhead of the Santa Fe, jump off for the Oregon Trail - producers of beef, beer, shoes and, ah, good times.

CLAY: (after Jackson hits him) Well, what was that for?
JACKSON: Well, everyone else was doin' it. I got the right to share in the fun without regard to race, creed or color according to the Fourteenth Amendment.

CAT: Sir Harry Percival, I presume.
SIR HARRY PERCIVAL (Reginald Denny): Really, roughing it on the frontier - how delightful!
CAT: (showing him her low-cut dress) Oh, you like our wide open spaces?

Compiled by Andrea Passafiume