Juliet was another role that Norma Shearer was given over Joan Crawford, though after seeing the film, Joan was glad she wasn't cast.

Gielgud was the first actor to be offered the role of Romeo, but turned it down because he didn't think Shakespeare could be effectively produced on film.

When Barrymore's drinking started causing problems on this production, Powell was approached to replace him in the role of Mercutio. Powell, a close friend of Barrymore's, refused.