The Women began as a 1936 play written by Clare Boothe Luce. An acidic commentary on the cattiness of women, the play featured an all-female cast and was a long-running Broadway smash that ran for 657 performances.

Luce, the wife of famed Time and Life publisher Henry Luce, had reportedly got the seed of the idea from a frank conversation she overheard in the ladies room of a swank hotel where she had been attending a party with her husband. In the introduction to the published version of the play, Luce called The Women "a clinical study of a more or less isolated group projected perhaps in bad temper, but in good faith." She went on to explain that "the women who inspired this play deserved to be smacked across the head with a meat ax and that...is exactly what I smacked them with. They are vulgar and dirty-minded and alien to grace, and I would not, if I could, which I hasten to say I cannot, cross their obscenities with a wit which is foreign to them and gild their futilities with the glamour which by birth and breeding and performance they do not possess."

Actress Norma Shearer had seen the play in New York and immediately wanted to play the lead role of virtuous wife Mary in a film version. Shearer, who had been married to MGM production head Irving Thalberg until his sudden death in in 1936, had long been the queen of the MGM lot and still wielded considerable power as Thalberg's widow. When people wondered if Shearer would be able to maintain her status after Thalberg's death, The Women screenwriter Anita Loos was quick to set them straight. "She owned a piece of the company, for heaven's sake!" she said according to Lawrence J. Quirk's 1988 book Norma: The Story of Norma Shearer. "She got her full share of deference, believe you me! As an individual, she was actually more powerful than before Irving's death! And she knew it. No one tried to upstage her. She could be gracious and kind, but she was never weak or easy."

MGM snapped up the rights to the play very quickly with Shearer attached to star. Studio Chief L.B. Mayer saw the film as a golden opportunity to showcase its plethora of top female actresses under contract. Soon longtime MGM producer Hunt Stromberg began developing the project.

Writers Anita Loos and Jane Murfin were assigned the task of adapting the play for the silver screen. However, many of the play's racier references would have to be toned down in order to be approved by the censors at the Production Code office.

At first it was Ernst Lubitsch who was assigned to direct The Women. It was a twist of fate that subsequently landed the job in the capable hands of George Cukor. After having spent two tumultuous years preparing to direct Gone With the Wind (1939), Cukor had just been fired from the epic film in favor of the Clark Gable-approved Victor Fleming.

Since Cukor was known for being an excellent "women's director," The Women seemed to be a natural fit for his talents. L.B. Mayer wasted no time re-assigning Ernst Lubitsch to direct Greta Garbo's first comedy Ninotchka (1939) and putting Cukor at the helm of The Women. On top of his first-rate instincts as a director, Mayer believed that Cukor's reputation for working well with women would come in handy on a film with multiple big female stars and their potentially clashing egos.

Cukor's first task was to make careful casting choices for the numerous female roles. In her 1974 book Kiss Hollywood Good-By Anita Loos said that Cukor had a "genius for casting. He could detect hidden qualities in an actress that would make a star of her when, except for George Cukor, she might never have been heard of."

Joan Crawford wanted to be cast as the film's conniving "other woman" Crystal Allen from the moment she heard about the project. Crawford had long been a star at MGM, but her last few pictures had been disappointing. In 1938 she had even been labeled "box office poison" by a movie trade paper.

Crawford had to fight for the part of Crystal, knowing that the prestige of the production could help boost her career. Besides, being a fine actress and a shrewd woman, she knew that even though the role of Crystal was relatively small, it was a gem. "I'd play Wally Beery's grandmother if it was a good part," Crawford said. She was discouraged, however, from taking the role by L.B. Mayer, who thought it was too small and unsympathetic. Crawford persisted anyway. "[Mayer] said it could hurt my career because it wasn't what my fans expected of me," said Crawford according to Charlotte Chandler's 2008 book Not the Girl Next Door. "They wouldn't want to identify with a husband-stealing perfume salesgirl. If I did it too well, the audience could turn against me. If I didn't do it well, I would hurt the film. I always took Mr. Mayer very seriously. I trusted his intuition, and I knew he cared about me. I owed everything to him. But I still trusted my own intuition, and I didn't feel it was good for my future as an actress to always play it safe. Sometimes you have to pick your moment and take your chances. I had a lot of faith in my wonderful public. I believed they would be able to distinguish between Crystal and me. I was, after all, an actress."

Crawford's choice of roles was interesting in that it would put her head to head with Norma Shearer, her long-standing rival at MGM. Throughout the 1930s both actresses were considered MGM royalty and often found themselves competing for the same roles. Shearer, however, had always had the advantage since she was the wife of Irving Thalberg. With both actresses starring in The Women and playing rivals for the same man, it would give audiences a thrill to see the much publicized competitiveness play out on the big screen. Both Shearer and Crawford were smart women who understood the bigger picture. "Norma knew that she and Joan, highlighted as love rivals, complete with the juicy, catty scenes I wrote for them," said Anita Loos, "would bring them into theaters." Loos added, "Norma and Joan could never have been personal friends-they came from different worlds-Norma thought Joan crude and pushy and Joan considered Norma overbearing and uppity-but they both knew the 'feud' was good copy, and so they helped it along. And why not?"

Rosalind Russell also had to fight to play her role of busybody Sylvia Fowler. "MGM had tested everybody but Lassie and Mrs. Roosevelt for The Women," said Russell in her 1977 memoir Life Is a Banquet. "Even the maids' roles were being fought over. Norma Shearer, Joan Crawford...were already set, when it suddenly hit me that I could wear a big black hat as well as anybody, and I got mad." She went to producer Hunt Stromberg and demanded to know why she hadn't been tested yet for the film. Stromberg told her it was because she was too beautiful. "It caught me with my mouth open," said Russell. "Nobody'd ever told me that before (or since). 'My God,' I said, 'bring your secretary in here, I'd like you to say that again in front of a witness.'" Stromberg told her that she wasn't thought of as a comic actress and said, "We want somebody who gets a laugh just by sticking her head around the door."

To Stromberg's credit, said Russell, he was fair and gave her a chance. At her screen test she played a scene as the character of Sylvia several different ways to show her versatility. "Next day," said Russell, "Cukor informed me that I could start being fitted for Sylvia's clothes."

Paulette Goddard was a late addition to the cast playing Miriam, the woman who snatches Sylvia's husband away. Goddard had been on the short list to play Scarlett O'Hara in the year's most talked about movie Gone With the Wind. After losing the part to Vivien Leigh, however, she was available to lend her considerable talents to The Women.

Also joining the already impressive cast was Mary Boland as the oft married and divorced Countess De Lave, Joan Fontaine as meek wife Peggy and Lucile Watson as Mary's wise mother Mrs. Morehead. Phyllis Povah as Sylvia's gossip buddy Edith and Marjorie Main as Reno ranch den mother Lucy would be the only two actresses from the Broadway cast to reprise their roles on film.

by Andrea Passafiume