According to a 15 Sep 1963 NYT article, publicist-turned-producer Arthur P. Jacobs initially acquired Gwen Davis’s original story I Love Louisa for Marilyn Monroe, one of his close, longtime clients. Shortly after Monroe’s death, however, the 4 Sep 1962 NYT reported that Jacobs intended to move ahead with another actress and director J. Lee Thompson, with production scheduled to begin once Thompson completed photography on Kings of the Sun (1963, see entry). In addition to Jacobs’s and Thompson’s personal companies (Apjac Productions, Inc., and JLT Productions), the 17 Oct 1962 DV announced the involvement of The Mirisch Company as part of a recent non-exclusive pact with Jacobs. United Artists (UA) was confirmed as distributor.
       While Adolph Green and Betty Comden began working on the screenplay, the 19 Oct 1962 DV named Peter Sellers for the role of psychiatrist “Dr. Stephanson.” Elizabeth Taylor consented to play the leading role for the same fee she received on Cleopatra (1963, see entry)—$1 million against ten percent of the eventual gross—although a UA executive told the 11 Dec 1962 DV that such a deal had still not been signed. The 19 Oct 1962 LAT indicated that offers for the six supporting male roles had been sent to Richard Burton, Rex Harrison, Kirk Douglas, Rock Hudson, Cary Grant, Frank Sinatra, and Tony Curtis, but only Sinatra was confirmed by other contemporary sources. The 26 Dec 1962 Var alleged that some of these characters were expanded for the approval of Sinatra, Marlon Brando, and David Niven, who all agreed to appear.
       By the spring, the title had changed to What a Way to Go!, but Taylor was no longer mentioned as the star. Shirley MacLaine quickly entered negotiations to replace her, provided she could secure legal clearance in relation to an upcoming lawsuit against producer Hal B. Wallis. MacLaine’s casting was officially announced in the 9 Jul 1963 LAT, with Robert Mitchum, Paul Newman, Dean Martin, Dick Van Dyke, Gene Kelly, and Fred MacMurray named as her onscreen husbands. All but MacMurray appear in the final film. Items in the 15 Apr 1963 LAT and 22 Apr 1963 DV noted that Steve McQueen and Brad Dexter were also among the actors considered.
       Simultaneous with Taylor’s departure, What a Way to Go! shifted to Twentieth Century-Fox Film Corp., as the 25 Apr 1963 DV reported that Thompson entered discussions with Fox president Darryl F. Zanuck to establish a future contract at the studio.
       With the cast and studio secured, the 9 Aug 1963 DV announced the start of principal photography that same day. Despite earlier plans to complete some background work abroad, the 31 Jul 1963 DV stated that foreign locations were reconstructed on the Fox studio lot in Westwood, CA, as part of the seventy total sets used for the film. The 5 Sep 1963 DV indicated that shooting also took place at Los Angeles International Airport.
       Several sources reported on the extravagance of the production design, most notably MacLaine’s seventy-two costume changes, which the 26 Aug 1963 DV estimated at $375,000, including a $10,000 fox fur coat and diamonds by Winston. A DV report three days earlier claimed that shopping and sewing work was split between teams at Fox and Paramount Pictures, both of which hired extra staff to support those under designer Edith Head. An 18 Aug 1963 LAT article also described the “cauliflower ear” and broken nose makeup effects used to emphasize the appearance of professional fighter Lou Nova, who portrayed a boxer in the film. The 25 Mar 1964 Var estimated the final negative cost at $5 million.
       The 26 Aug 1963 DV stated that Paula Lane was selected to portray a Marilyn Monroe look-alike, but the role was excised during production. Several additional DV items throughout shooting named the following actors in the expansive supporting cast whose participation could not be confirmed: Arlene Harris, Leonard Yorr, Ken Hooker, Chuck Bale, Bert Whaley, Richard Kenn, Phil Nesbitt, Diane Hartley, Lynn Borden, Bob Leonard, Richard Jury, Max Mellinger, Richard Steffens, Marcel Dallimore, Gary Brown, Mark Bailey, Myrna Ross, Hans Moebus, Russ Peak, Todd Mason, John Clark, Phil Hartman, Alan Craige, Armando Gonzalez, Steven Condit, H. E. West, Eunice Pollis, John Lawrence, Hugh Lawrence, Beppy Devries, Carole Cook, Beatrice Greenough, Janine Grandel, Naji Sujata, George Dega, George Beekman, Albert Carrier, Jacques Foti, Jean Del Val, Jacques Roux, Marcel Hilaire, Milton Frome, Jose Portugal, Yetty-Marie Luckenbach, Saul Gross, Wally Rose, Tom Steele, Pat O’Moore, Opal Euard, and Justin Smith. The 16 Sep 1963 DV claimed that Jacobs approached Phil Silvers for a cameo appearance, while the 10 Sep 1963 LAT reported that the director hoped to cast MacLaine’s daughter, Sachi Parker, as the nine-year-old version of “Louisa.” MacLaine, however, did not want Parker to be removed from school.
       The 12 Sep 1963 DV indicated that Chuck Dodds was intended to write songs for the picture, but music credit was ultimately shared between writers Betty Comden and Adloph Green and Jule Styne.
       A 15 Apr 1964 DV news story announced that the world premiere was scheduled to take place 13 May 1964 at the Better Living Center as part of the New York City World’s Fair, with regular screenings continuing the next day at the Criterion and Sutton theaters. The West Coast premiere was held 21 May 1964 at the Beverly Theater to celebrate the fifty-year anniversary of Beverly Hills, CA. Los Angeles-area engagements began 22 May 1964 at the same venue, with concurrent screenings at the Orpheum Theatre downtown.