20th Century Fox's reigning box-office attraction Faye fell ill and had to be replaced.

When Mary Martin became pregnant and couldn't do the role, her friend and major box-office Fox star Faye wanted to star opposite Fred Astaire and Big Crosby. Faye learned she, too, was pregnant and withdrew.

In early 1934, Fox bought the screen rights to the sexy Cole Porter stage musical (that starred Gertrude Lawrence) specifically for its reigning star Alice Faye. The restrictive Production Code was instituted and made the sexy project unfilmable.

Faye was considered for the part of Katie Nolan in this film.