The working title of this film was Wonderful. According to a Los Angeles Times news item from August 1936, Norman Krasna, who wrote the original story, signed a contract to direct the film, which would have been his first such assignment. At the time, George Raft and Helen Burgess were to have the lead roles, according to Los Angeles Times. A modern source states that Raft and Carole Lombard were to star in the film when Krasna was scheduled to direct, but when they objected to the novice director, Raft was suspended and the project shelved. Modern sources further state that Richard Wallace was to direct after Raft and Sylvia Sidney were assigned to the film, but that Sidney objected and asked if Fritz Lang, with whom she had worked previously on Fury, which was also written by Krasna, and You Only Live Once (see below) could direct. According to information in the Fritz Lang Papers at the AFI Library, Lang began to work on the project on May 12, 1937. The Lang Papers contain correspondence between Krasna and Lang from December 1937 in which they discuss the casting of the roles of the Jewish apartment owners, "Mr. and Mrs. Levine." Krasna wrote that when the film had been in the casting stage, he interviewed and accepted Vera Gordon in the role of "Mrs. Levine." Lang, who earlier in the month had requested from a studio official a copy of the 1920 film Humoresque to view the performance of Gordon (who played a leading role as a Jewish mother), wholeheartedly agreed with Krasna's suggestion that Gordon be given the role. In the letters, Krasna acknowledged that the script had been "radically altered" after Lang took over as director and exhorted Lang to "Go get 'em Fritz, you're one of the very few who can."
Lang, in a modern interview, noted the influence of German poet and playwright Bertolt Brecht in his own conception of the film. Lang pointed out that Brecht invented "Lehrstück-a play that teaches" and stated that with this film, "I wanted to make a picture that teaches something in an entertaining way, with songs." This marked the first Hollywood film of German composer Kurt Weill, who had collaborated with Brecht on a number of plays. According to information in the Lang Papers, during production early in February 1938, Paramount allowed Weill to return to New York "to fulfill his personal obligations," with the agreement that he would return to Hollywood to work on the film after shooting was completed. Although in the modern interview, Lang states that the "Knocking Song," in which the ex-convicts rhythmically pound and speak a song about their life in prision, was written by musical director Boris Morros, all references to the song in the Lang Papers indicate that the music was written by Weill.
The musical numbers in this film were unorthodoxly presented as compared with other American films at the time, and showed the influence of Brecht. Following the opening credits, the film begins with a Weill-Coslow composition, "Song of the Cash Register," in which a man's baritone voice ("half singing-half speaking," as indicated in Lang's notes in the Lang Papers) is heard on the soundtrack, while a montage of images illustrating the song's theme ("You cannot get something for nothing, and only a chump would try it; whatever you see that you really want, you can have-provided you buy it!)" Later, when a "torch singer" at a nightclub sings "The Right Guy for Me," the scene dissolves into a series of shots in a waterfront setting that has no connection with the plot of the film. The scene is identified in the Lang Papers as "A Hop-Head's Vision of a Waterfront Dive" and the description of the scene in the script begins, "In the shadowy light of the stylized ([Josef] Von Sternberg) photography, it has an eerie feeling." Finally, in the "Knocking Song" referred to above, as the ex-convicts rap out a rhythm and tell about an incident in prison, the accompanying pictures show images of the prison in an impressionistic manner.
Two additional songs were written for the film but were not finally included. "Song of the Lie," with music by Weill and lyrics by John Burke, was to have been sung by Marsha Hunt, but was cut after the first preview, according to the Lang Papers. The song to have been heard on the soundtrack first, as the voice of "Helen's" conscience, during the subway ride after "Helen" and "Joe" plan to marry, which warns her "you better be sure what you're doing, for love can't exist on a lie." Later, the song was to have been reprised when "Joe" questions "Helen" after "Dayton" visits her in their apartment. "The Kind of People Who Sing Lullabies" was to have taken place when "Joe" makes "Helen" confess that she had been a convict, but a note in the Lang Papers written by a studio official before production began stated, "As Miss Sidney does not wish to do any singing in the picture it is very likely that this scene will be eliminated."
According to information in the Lang Papers, Lloyd Nolan was originally cast for the role of "Mickey," but was replaced by Barton MacLane when another unit at Paramount requested him. The following actors were tested for roles but were ultimately not used in the final film: Nat Carr and William Strauss for the role of "Mr. Levine"; William Mancell for "Patsy"; Mack Gray for "Knucks"; and Ferika Boros for "Mrs. Levine." Information in the Lang Papers indicates that although one of the regulations listed on "Helen's" Parole Board card prohibited marriage for parolees, in actual fact, in New York, where the story was to have taken place, parolees were not prohibited from marrying. In the final film, the city is unidentified. The cost of the film, according to the Lang Papers, was $789,000. The Lang Papers contain sheet music for the song "You and Me," music by Frederick Hollander, lyrics by Ralph Freed. While there was no song of this title sung in the film, the melody May have been used during the credits.
According to PCA material in the Lang Papers, the name of the character played by Raft was changed from "Joe Damati" to "Joe Dennis" following a comment by a PCA official that identifying the character as an Italian American might result in the film being banned in Italy. Also, PCA Director Joseph Breen originally objected to having the marriage of the main characters declared invalid by the parole agent, which would have made their child illegitimate, but after a meeting with Paramount officials, Breen reconsidered following an agreement to omit a reference to the baby and to rephrase dialogue relating to the second marriage.
Reviews, while commenting on the distinctiveness of the film, were mixed. Variety, while stating that Lang "misses out in this one," remarked concerning the film's possible influences: "...there's quite a bit of the René Clair in You and Me. Lang tries to blend dramatic music with melodramatic action more than heretofore. It's a sort of cinematic Mercury Theatre, by way of Marc Blitzstein-Orson Welles, with European flavoring, also. However, it's rather confusing." Frank S. Nugent of New York Times wrote, "Fritz Lang, one of the few practicing impressionists in Hollywood, has attempted to combine boy-meets-girl and the Greek chorus with rather curious result....Confronted with a slightly Runyonesque crime story by Norman Krasna, he has chosen to intersperse its open-faced narrative with a number of unconventional stylistic asides-chants, sepulchral voices, montages of sound and imagery....It is quite obvious that Mr. Lang...has been stirred by some of the newer manifestations on Broadway-the style of the Living Newspaper, the Orson Welles Julius Caesar, the scenery-less Our Town. He has been trying to break with the Hollywood formula, to bring into closer unity the still-disjointed sound and picture tracks of the talking screen." However, Nugent criticized the final effect of the film, calling it "remarkably bad."
