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According to documents in the Twentieth Century-Fox Records of the Legal Department at the UCLA Arts-Special Collections Library, the studio purchased rights to William Lindsay Gresham's novel in late September 1946 for $50,000. Gresham was also hired as a consultant to screenwriter Jules Furthman, but he is not credited onscreen and the extent of his contribution to the released film has not been determined. An analysis of the various drafts and outlines of the script contained in the Twentieth Century-Fox Produced Scripts Collection, also at UCLA, discloses that in the original October 25, 1946 outline, "Molly" divorces "Stan" and marries "Bruno," "Lilith" weds "Grindle," and Stan is relegated to the geek pit. This ending closely resembles that of Gresham's novel, the difference being that in the novel, Molly has a child by her new husband. A November 1, 1946 outline ends with Stan dying.
In November 1946 and January 1947 story conferences, studio chief Darryl Zanuck criticized the outlines as "lacking a sympathetic character to root for." Zanuck insisted that Stan's character be given some good traits so that the audience could relate to him. To accomplish this, Zanuck suggested that Stan be deeply affected by Pete's death and also learn to love Molly, remaining faithful to her despite Lilith's attentions. In Gresham's novel, Stan and Lilith are sexually involved. The death of "Dorrie" in the novel was due to an abortion, a point not mentioned in the film. Materials contained in the MPAA/PCA files at the AMPAS Library reveal that the PCA made the studio tone down its treatment of "illicit sex and adultery."
Hollywood Reporter November 1946 news items reported that Mark Stevens and Anne Baxter were to star in the picture with William Keighley directing. Materials from the Produced Scripts Collection yield the following information about the production: In January 1947, Lloyd Bacon was scheduled to direct. Although Hollywood Reporter production charts place Paul E. Burns in the cast, his appearance in the released film has not been confirmed. In a February 1947 handwritten note, Zanuck suggested casting Celeste Holm as "Zeena," June Allyson as "Molly," and Marlene Dietrich, Luise Rainer or Constance Bennett as "Lilith." An April 1947 memo adds that Morton Stevens was tested for the part of "Hoadley" at Tyrone Power's request. Although the Film Daily and Daily Variety reviews credit Earl Hagen with orchestral arrangements, an October 1947 letter in the Scripts Collection notes that although Hagen was given the original credit, the screen credits were revised so that Maurice de Packh would receive sole credit.
Publicity materials contained in the AMPAS Library add that the carnival set covered ten acres on the studio's backlot. Fox records state that scenes were shot in Del March at the San Diego County Fair. To create an air of authenticity, 100 sideshow attactions were hired to perform in the background. Early drafts included two dwarf circus performers named "Major and Mrs. Mosquito" who were to be friends of Molly and Zeena. According to the Produced Scripts records, the studio negotiated with George and Olive Brasno, presumably to play those roles. When the studio deleted the parts and broke off negotiations, the lawyer for the Brasnos sued and was awarded $2,500. Modern sources add Clancy Cooper, George Matthews and Robert Karnes to the cast.