Filming began on Freaks on November 9, 1931. For the most part, the shooting proceeded smoothly. Rather than visiting the set to gape at the cast, most MGM employees avoided it as much as possible.

The film was shot on sets built for Greta Garbo's Susan Lenox: Her Fall and Rise (1931).

Most of the sideshow performers were put up at the Castle Apartments next to the MGM lot during filming.

Once studio head Louis B. Mayer saw the sideshow entertainers whom Browning had cast, he was horrified and tried to have the picture shut down. It took all of Irving G. Thalberg's persuasive skills to keep it going.

One concession Thalberg had to make to keep the film in production was over eating arrangements. Led by Harry Rapf, studio executives had complained about having to look at the performers during lunch breaks, so a special tent was set up for their meals to keep them out of the MGM Commissary. Only the little people and Daisy and Violet Hilton were allowed to eat in public.

According to Johnny Eck, the sideshow performers started "going Hollywood" during filming. Several of them began wearing sunglasses in public, and some demanded special treatment on the set. They also argued over who was most important to the film.

The performer with the worst reputation for prima donna behavior was Olga Roderick, the bearded lady. Despite Browning's orders to leave her hair natural, she showed up on her first day of shooting with hair and beard dyed jet black and a marcelled hairdo.

Prince Randian, billed as "The Human Torso," loved to play practical jokes. He would hide in dark corners until somebody walked by, then unleash an ear-shattering scream.

On the lot, one of the most beloved of the sideshow performers was Schlitze, the most prominently featured "pinhead." His fans on the lot included Norma Shearer, but when he asked to meet his favorite star, Jackie Cooper, the child actor was highly disturbed by this. Schlitze was so enamored of the filmmaking process, he even came to the set on days he wasn't called.

Browning took a particular liking to Johnny Eck, nicknaming him "Mr. Johnny" and giving him rides on the camera dolly.

The film's January 1932 preview in San Diego was a disaster. People didn't just walk out. They ran. A pregnant woman threatened to sue MGM, claiming the film had induced a miscarriage. As a result of the poor reception, Thalberg had almost half an hour cut out of the film. In particularly, he cut most of the details of the sideshow performers' attack on Hercules and Cleopatra. He also cut some of the comic relief and an elaborate epilogue for which the art department had built the two-story, lighted façade for a London "freak show." Instead he shot a prologue with a sideshow barker introducing the story and a new epilogue featuring the reunion of Hans and Frieda. Louise Beavers originally played their maid in that sequence, but her scenes were deleted. The cut footage is now considered lost.

Freaks' premiere runs in Chicago and Los Angeles were miserable failures. No exhibitor in San Francisco would show it, and it was banned in many areas. By contrast, it was a big hit in Cincinnati, Boston, Cleveland, Houston and Omaha.

MGM responded to criticism of the film with a series of ads congratulating itself for daring to humanize deformity. Calling the film "A LANDMARK IN SCREEN DARING!" ads asked "'Do we dare tell the real truth on the screen? Do we dare hold up the mirror to nature in all its grim reality?'"

MGM held back Freaks's New York premiere for months, wanting it to play in other areas before exposing it to the national press. After mixed reviews there, the studio pulled the film from release.

by Frank Miller