Considered to play Millie, as a re-teaming with the Great Lie co-star Bette Davis. But Jack Warner thought Miriam Hopkins was a better choice.

2nd choice to play Kit Marlowe, after Rosalind Russell withdrew. Dunne withdrew while the script was being worked on by director Edmund Goulding.

Replaced as director after he had a heart attack. Although Goulding had help develop the script, he received no screen credit. Vincent Sherman says on the DVD commentary that he had to accept a lot of Goulding's choices eg casting, set, since Sherman was a less establishd director.

Vincent Sherman wanted Eleanor Parker for the part of Dierdre.

First choice for the role of Kit Marlowe, but withdrew after production delays.

Bette Davis wanted to play opposite Shearer, who turned it down.