Cameras rolled on The Women in the spring of 1939. At the last minute, however, a Production Code emergency sprung up, and it was up to screenwriter Anita Loos to fix it. "At that time the most innocent jokes about sex were banned," said Loos in her 1974 book Kiss Hollywood Good-By. The censors had returned the script with many of its best jokes nixed for being too racy. Loos was instructed to "sit beside George [Cukor] on the set and ad lib some 'clean' jokes as the cameras rolled. Seeing that there are plenty of laughs in the ordinary bitchiness of women," Loos added, "it was no hard job."

Cukor liked to work at a brisk pace, and he kept all of the actresses on their toes. "On a Cukor picture, there's no rest," said Rosalind Russell in her 1977 memoir Life Is a Banquet. "He keeps you so busy, you're spinning. You're rehearsing, you're running lines, you never get to go to your dressing room, or to the bathroom...and it's great, it's stimulating."

By all accounts it was a happy, professional set, and the stars worked well together. "The ensemble was a wonderful combination of personalities," said Joan Fontaine years later. "George cast each woman very skillfully." Fontaine recorded her impressions of each of the actresses in her 1978 autobiography No Bed of Roses. About Norma Shearer she said, "Hers was a dignified, delightfully warm demeanor." Joan Crawford, she said, "had the democratic touch, knowing every grip and electrician by name." Rosalind Russell, she said, "was a tomboy, hearty, frolicsome, highly popular with the cast and crew...But best of all was our director, George Cukor. He handled all the women in the star-studded cast with tact and gallantry, so that what might have been a highly charged assignment for any other director turned out to be a happy association all around. We adored George, as do all actresses who work with him."

If there was one thing the entire cast of The Women agreed upon, it was their love of George Cukor. They trusted his direction implicitly. "I knew that Norma would walk off with the audience sympathy and that Roz Russell would walk off with the picture, and that I'd be hated," said Joan Crawford according to Donald Spoto's 2010 book Possessed: The Life of Joan Crawford. "All came true, but I gave a damned good performance and Cukor's direction was superb." Cukor, in return, respected Crawford's professionalism and drive to always improve her performance. "She played the role with fierce determination, holding back nothing," Cukor said of Crawford. "As the bitchy shop-girl in The Women, she knew perfectly well that she would be surrounded by formidable competition from the rest of the all-female cast, many of whom were playing funnier and certainly more sympathetic parts. Yet she made no appeals for audience sympathy: she was not one of those actresses who have to keep popping out from behind their characters, signaling, 'Look-it's sweet, lovable me, just pretending to be a tramp.'"

To Rosalind Russell, he gave the direction for her to play the part of Sylvia very broad. "Because in this picture Sylvia's breaking up a family, and there's a child involved, and if you're a heavy," Cukor told her, "audiences will hate you. Don't play it like a heavy, just be ridiculous." Of this advice Russell said, "He was a hundred-percent right. I was frightened to death, but from then on, I did what he said, and everything that came to me from The Women--namely, my reputation as a comedienne-I owe to George...He was marvelous to work for, he could think of a hundred bits of business for every moment."

The direction he gave to Paulette Goddard was a little different, according to Anita Loos. "'Look, kid, just forget those female tricks of yours and try to give me the best imitation you can of Spencer Tracy!'" he told Goddard, according to Loos. "Being smart, Paulette instantly got the idea. So, in spite of her youth and lack of training, she turned in the performance of a seasoned character actress."

A pre-Rebecca (1940) Joan Fontaine also found Cukor's guidance extremely helpful. "I asked him what gestures, what tonal qualities he wanted for the young wife I was playing," she recalled. "George simply said, 'Forget all that. Think and feel and the rest will take care of itself.' Those few words are the greatest gift any director, any drama coach ever gave me."

During production on The Women, MGM's publicity department couldn't peddle its usual stories about romance on the set to the press with an all-female cast, so they played up the angle of dueling divas and feuds on the set instead. Even though Cukor publicly defended his cast against rumors of turmoil, audiences still relished the concocted drama and were eager to see if any claws would be visible in the finished film. "When one deals with stars," Cukor said according to Emanuel Levy's 1994 book George Cukor: Master of Elegance, "he is dealing with intelligent people. If they weren't intelligent, they wouldn't have arrived at the star pinnacle. Stars understand the business. They have learned that a show of temper gets them nothing, save perhaps a salary suspension or at least a headache."

Even though the overall atmosphere was one of great professionalism, there were still some reports of legitimate tension on the set between Norma Shearer and Joan Crawford. One frequently repeated story told of one day when the two actresses were running lines to prepare for their big dressing room confrontation scene. As author Gavin Lambert tells it in his 1990 book Norma Shearer, "Cukor filmed the master shot, then lined up a close-up of Norma. While he rehearsed her, Joan-who still brought her knitting to the set-clacked away at an afghan with her large, heavy needles. Then Cukor asked her to stand behind the camera during the take and speak her lines off screen to Norma. She did so, trailing her afghan, and as Cukor held the shot for Norma's silent reaction, the needles clacked away again. Norma lost her concentration, looked up sharply, and asked Joan to stop needling during the retake. Joan pretended not to hear, repeated the treatment, and this time Norma broke off in mid-reaction. Her voice as steely as the needles, she asked Cukor to send Miss Crawford home and read the lines himself." Cukor, angry, asked Crawford to apologize. Crawford refused and walked off the set, though she did later send a telegram of apology to Shearer once she had cooled off.

The film's costume designer Adrian had his work cut out for him dressing some of Hollywood's most glamorous leading ladies. In addition to the regular costumes for The Women, he was also asked to create multiple high fashion gowns and outfits for a Technicolor fashion show scene that was to be inserted into the black and white film. Technicolor was still something of a novelty in 1939, and Stromberg wanted the fashion show to be an eye-popping unexpected surprise for moviegoers. When all was said and done, Adrian had designed over 200 gowns for the cast of the film.

When shooting was almost completed on The Women, a conflict arose over star billing. Norma Shearer had it in her contract to always have her name above the title of any film she was in, and she would only share top billing if her co-star was a man. Being smart, however, Shearer decided to make an exception in the case of The Women when Joan Crawford convinced her that both of their names should be above the title. They knew it would be good for business at the box office.

Co-star Rosalind Russell, however, was not okay with this arrangement. She was aware that her hilarious performance was generating excellent buzz, and she decided to ask for top billing alongside Shearer and Crawford. In her memoir, Russell acknowledged that this request put added pressure on Norma Shearer. "She must have felt she'd been pushed far enough," said Russell. "I, on the other hand, wasn't willing to settle for billing that said 'with Rosalind Russell' underneath the title. I'd already starred in pictures and I didn't care to be demoted."

Russell put together a plan of action. About five weeks into shooting, she got "sick" and decided to stay home for as long as it took to convince the studio and Shearer to allow her to share top billing. Without saying so, of course. "You couldn't pull that trick in the first few days [of shooting]," said Russell, "they'd just replace you. I never attempted it again in my whole career, and I only did it that once because I had a feeling I could make it work."

After a few days of this, Shearer was still not budging on her refusal to allow another actress' name to be above the title, but Russell eventually managed to get what she wanted. "Norma Shearer wouldn't give in on the billing, so I wouldn't come to work," said Russell. "I wasn't holding up production, they had plenty to shoot, but I let it be known that I was going to be under the weather for quite a long time. I lay out in my garden, looking up at the sky, and every day Benny Thau, who was in charge of talent and their problems, would phone and ask how I was coming along, and I'd say, 'Not very well. I don't feel very well.' The last time he called...he said, 'Oh, something happened this afternoon. Norma Shearer says you're so good in this film that she's going to allow you to be starred too.' 'That's very nice of Norma,' I said. Pause. Then Benny spoke again. 'Do you think,' he said, 'you'd feel well enough to come to work tomorrow?' 'Hmmm,' I said. 'I'll call my doctor, Benny, and I'll make a stab at it.'"

Russell did indeed end up with her name above the title with Shearer and Crawford, though it was roughly half the size of her co-stars'. At the wrap party for The Women, it was clear that no one's feathers had been ruffled. While at the party, Rosalind Russell was dancing with George Cukor when Ernst Lubitsch passed her and said, "If you want more close-ups in the picture, never mind dancing with your director, you'd better dance with Norma Shearer!" Without missing a beat, Russell took Shearer's hand with a wink and danced her across the floor.

The Women opened in the Fall of 1939 to great success. It was well reviewed, and audiences flocked to see it. The superfluous Technicolor fashion show received a great deal of attention with theatergoers enjoying the novelty of it. Critics, however, were not as kind. Variety, for example, said, "It's a gorgeous display of fashions from bathing costumes to evening gowns and wraps...it's a dazzling appeal to the women, but even here it stops dramatic progress and [the] switch back to black and white photography when the thread of the story is picked up again requires several minutes for audience adjustment to [the] change."

When the time came for Academy Award nominations to be announced, it was a surprise that neither the film nor any of the actresses was acknowledged. It was a particularly exceptional year in film, however, dominated by the epic blockbuster Gone With the Wind.

MGM remade the film in 1956 as a musical called The Opposite Sex, this time with men added to the cast. It starred June Allyson in the Norma Shearer role and Joan Collins in the Joan Crawford part. It was not well received, however, and failed to live up to the success of the original.

Another updated remake followed in 2008 with Meg Ryan as Mary supported by an all-star cast including Annette Bening, Jada Pinkett-Smith, Debra Messing, Eva Mendes and Bette Midler. It too failed to catch fire at the box office.

Stage revivals of The Women have fared better as it has continued to be performed periodically around the country. A popular 2001 Broadway version stayed true to the 1930s period in which it was written and received a great deal of acclaim. It starred Cynthia Nixon as Mary with a cast that included Kristen Johnston, Jennifer Coolidge, Rue McClanahan and Jennifer Tilly.

by Andrea Passafiume