Var noted that the studio run by James Cagney's character is almost an exact replica of the Fanchon and Marco offices on Sunset Blvd. in Los Angeles, where similar prologues were produced.
       Although the role of “Scotty Blair” was originally intended for Dick Powell, he became ill as the picture was going into production and was replaced by Stanley Smith. However, Powell recovered, and on 19 Jul 1933, Stanley Smith was fired and all of his scenes were re-shot with Powell. FD notes that Ruth Donnelly replaced Dorothy Tennant. Eugene Pallette, George Dobbs and Patricia Ellis were also considered for roles in the film.
       According to records in the USC Warner Bros. Archives, to save money on dance director Busby Berkeley’s salary between pictures, Warner Bros. entered into an agreement with producer Samuel Goldwyn to allow Goldwyn to borrow Berkeley on sixty days’ notice for twelve weeks two times a year. Goldwyn requested Berkeley’s services to start on 15 Jun 1933 for the Eddie Cantor film Roman Scandals (see entry), but Warner Bros. attempted set the agreement aside. Studio lawyers determined that the contract must be honored, and Goldwyn agreed to delay his start date for Berkeley to 1 Jul 1933. Berkeley began rehearsals for the “By a Waterfall” number on 12 Jun 1933, and started shooting the number on 24 Jun 1933. The number was not completed until 7 Jul 1933, and Berkeley reported to Goldwyn on 10 Jul. In Berkeley’s absence, dance director Larry Ceballos directed the numbers “Sittin’ on a Backyard Fence” and “Honeymoon Hotel,” after which he was let go by the studio. Berkeley returned to Warner Bros. for one day on Saturday 22 Jul 1933 to re-shoot Stanley Smith’s scenes in the “By a Waterfall” number with Dick Powell. With his Goldwyn assignment completed on 28 Aug 1933, Busby Berkeley reported to Warner Bros. the following day and began rehearsals on the “Shanghai Lil” number on 31 Aug. The number was completed on 16 Sep 1933.
       DV later reported that Larry Ceballos brought a lawsuit against Warner Bros. and Busby Berkeley for $100,000 because he was not given screen credit for the dance numbers he directed as per his original agreement with the studio. In addition, the studio gave Berkeley credit for a "mirror dance" which Ceballos claimed to have designed when Berkeley used the number in the Warner Bros. film Wonder Bar.
       According to modern sources, Cagney's character was patterned after Chester Hale, a well-known impressario of the times.
       The movie that is playing at the theater visited by Cagney's character early in the story is the 1933 Warner Bros. film The Telegraph Trail, starring John Wayne and Marceline Day, along with Frank McHugh, who portrayed the choreographer, "Francis," in Footlight Parade. In the "Shanghai Lil" number, the chorus creates an American flag that turns into a picture of President Franklyn Delano Roosevelt, then an eagle, the symbol of the National Recovery Administration, instituted as part of Roosevelt's "New Deal" program. While some modern sources state that actor John Garfield (1913--1952) is seen briefly in the "Shanghai Lil" number, making his motion picture debut, this attribution has been disputed by biographer Robert Nott. Modern sources credit Robert Lord as supervisor and add additional cast credits: Lee Moran (Mac, a dance director), Roger Gray (Sailor in "Shanghai Lil" number).