Charles Dickens' novel was serialized in All the Year round (30 Apr--26 Nov 1859). The opening title card reads: "Metro-Goldwyn-Mayer presents Charles Dickens' A Tale of Two Cities. Just prior to the beginning of the dramatic action of the film, a written "Bibliography" is presented that cites the following books: The French Revolution by Thomas Carlyle, Journal of the Temple by M. Clery, The Memoirs of Mlle. des Echerolles and The Memoirs of M. Nicholas. The film ends with panoramic shots of the sky, as Ronald Colman's voice is heard reciting the lines: "It is a far, far better thing I do than I have ever done; it is a far, far better rest I go to than I have ever known." These words also ended the Dickens novel, although in the original text the word "that" was inserted before "I do" and "I go."
       Contemporary news items in DV and HR reveal the following information about the film: In mid-1934, the Fox Film Corp. was planning to produce a version of the Dickens novel to be directed by Frank Lloyd, who previously had directed a version for Fox in 1917 (see AFI Catalog of Feature Films, 1911-20). In late Nov 1934, Fox consented to drop their plans for a new version when M-G-M decided to go through with their own production. M-G-M then agreed to reimburse Fox for costs incurred on script and pre-production work. Ronald Colman, who had been under contract to Twentieth Century before its merger with Fox (which began in the spring of 1935 and was finalized in Aug of that year), was subsequently borrowed from them for the film. The M-G-M project was in pre-production for more than eighteen months before filming began. Producer David O. Selznick initially wanted Colman to portray both characters "Sydney Carton" and "Charles Darnay," whose striking resemblance is an important plot device in the Dickens novel, and who were both portrayed by William Farnum in the 1917 version. Contemporary news items indicate that Colman declined to play both roles and made his work in the picture conditional on the single portrayal of "Carton." In a 1 Nov 1937 speech regarding The Prisoner of Zenda that is textually reproduced in a modern source, Selznick stated to a Columbia University Extension Film Study class that Colman had "a dread of dual roles" based on his experience in the 1933 Samuel Goldwyn picture The Masquerader (see above). Selznick continued, "I am glad now that he held out for that, because I think a great deal of the illusion of the picture might have been lost had Colman rescued Colman and had Colman gone to the guillotine so that Colman could go away with Lucy." In 1937, Colman did play a dual role for Selznick in The Prisoner of Zenda.
       When the announcement was made that Colman would only portray "Carton," Robert Donat was being considered for the role of "Darnay," then Brian Aherne. A short time later, news items stated that Selznick and director Jack Conway were making tests for an "exact double" of Colman to play "Darnay," and Donald Woods was cast in the role in late May 1935. Woods was thirteen years younger than Colman and had little more than a passing resemblance to him. In the film, the physical similarities between "Carton" and "Darnay" are not emphasized, and are dramatized as vague similarities in stature, coloring and general physical description. Colman's familiar moustache was shaved off for the film, giving him a slightly younger appearance. Modern sources have speculated that Colman did not want to shave his moustache, even though he had appeared without one in Fox's Clive of India in 1934, but was talked into it by Selznick. Actresses tested for the role of "Madame De Farge" included Judith Anderson, May Robson, Emily Fitzroy and Lucille LaVerne. LaVerne eventually was cast in the role of "The Vengeance," a characterization that was the inspiration for "The Wicked Witch" in Snow White and the Seven Dwarfs (see above), for which LaVerne also provided the voice. Blanche Yurka, who portrayed "Madame De Farge," was a prominent Broadway actress prior to making her motion picture debut in A Tale of Two Cities. Actors who are mentioned in news items as being cast, but whose participation in the released film has not been confirmed include Eric Snowden, Henry Mowbray, Cyril Thornton, Lennox Pawle, Elsie Prescott, Clyde Cook and Reginald Barlow. Dudley Digges was also cast in the film in the role of "Depin," but his role was apparently cut from the film prior to the press preview.
       When the picture began filming on 4 Jun 1935, sixty-four sets were included in the production plan and the budget had been increased to "around $1,000,000," according to a HR news item on 18 Jun. According to news items and the film's pressbook, Jacques Tourneur, the son of prominent silent film director Maurice Tourneur, was in charge of the second unit, which primarily shot inserts and mob scenes. Jacques Tourneur is credited onscreen as the arranger of the Revolutionary War sequence, and modern sources have credited him with the "Storming of the Bastille" segment of the picture. From late Jul to late Aug 1935, director Conway was intermittently ill with pleurisy and had to be replaced for a time by Robert Z. Leonard. According to a memo from Selznick reproduced in a modern source, Leonard was "unusually adept, and completely without nonsense about stepping in in a hurry. I once dragged him in on A Tale of Two Cities when Conway fell ill and he started shooting for me on twenty minutes notice." Subsequent to Conway's return for several days, he again fell ill and had to be replaced. News items in DV and HR from 5 to 19 Aug conflict in their reports of the end of the production. A DV news item on 5 Aug reported that Leonard was continuing to direct the picture in Conway's absence; however, a 15 Aug news item in DV reported that Richard Rosson was called in to finish the picture after Leonard and Clarence Brown, who worked on the film in succession, were no longer available. A HR news item on 10 Aug noted that the picture was "finishing" that day under Leonard's direction; however, a 16 Aug news item in HR noted that Conway had returned to the production "ten days ago" and was completing the picture. Another news items in HR on 19 Aug noted that Conway was to direct the last "mob scene" of the picture that day. The extent of Rosson's and Brown's participation in the production has not been determined. A HR news item on 4 Oct 1935 indicated that Carey Wilson was writing scenes for retakes on the film, but no additional information on scenes added after this date has been located. As a news item within the same issue of HR noted that Colman had returned to Twentieth Century-Fox for additional work on The Man Who Broke the Bank at Monte Carlo (see above), all shooting on A Tale of Two Cities was probably completed before that date. Wilson is not credited in other sources, and his participation in the released film has not been confirmed.
       This was Selznick's last picture for M-G-M before forming his own company with John Hay Whitney. Selznick's resignation from M-G-M had been announced in Nov 1934; however, he stayed on through most of 1935 and, according to a letter reproduced in a modern source, left the company before the release of A Tale of Two Cities. The film received one Academy Award nomination, for Best Picture, but lost to M-G-M's The Great Ziegfeld. Although both contemporary and modern critics have praised Colman's performance as the best of his career, he received no major citations or awards for his performance. The picture was one of the top grossing films of the year and was named as one of the "Ten Best Pictures of 1936" by FDYB. As a promotional tie-in for the film, M-G-M sponsored a nationwide essay contest open to high school students. The prizes included three first class trips to London and Paris on the S.S. Normandie and one hundred shooting scripts of the film, each autographed by Colman and co-star Elizabeth Allan. In addition to the 1917 and 1935 versions, Dickens novel was also adapted for the screen for two short silent films produced by Vitagraph in 1911 and 1913. Sound versions include the 1958 film directed by Ralph Thomas and starring Dirk Bogarde and a 1980 television movie directed by Jim Goddard, starring Chris Sarandon in a dual role as "Carton" and "Darnay." Colman portrayed Carton again on two Lux Radio Theatre broadcasts, on 12 Jan 1942 and 18 Mar 1946, and Orson Welles took on the role for a 26 Mar 1945 Lux Radio Theatre broadcast.