For the "Cheek to Cheek" number, Ginger Rogers wanted to wear an elaborate blue dress heavily decked out with ostrich feathers. When director Mark Sandrich and Fred Astaire saw the dress, they knew it would be impractical for the dance. Sandrich suggested that Rogers wear the white gown she had worn performing "Night and Day" in The Gay Divorcee (1934). Rogers walked off the set, finally returning when Sandrich agreed to let her wear the offending blue dress. As there was no time for rehearsals, Ginger Rogers wore the blue feathered dress for the first time during filming, and as Astaire and Sandrich had feared, feathers started coming off the dress. Astaire later claimed it was like "a chicken being attacked by a coyote". In the final film, some stray feathers can be seen drifting off it. To patch up the rift between them, Astaire presented Rogers with a locket of a gold feather. This was the origin of Rogers' nickname "Feathers". The shedding feathers episode was recreated to hilarious results in a scene from Easter Parade (1948) in which Fred Astaire danced with a clumsy, comical dancer played by Judy Garland.
The finale of "Top Hat, White Tie and Tails" production number with Fred Astaire miming his cane as a weapon "attacking" his supporting dancers, 13 canes were prepared for it. During shooting, Astaire, ever the unforgiving perfectionist, was continually breaking his canes in frustration at his mistakes, which concerned the crew that he was running out of them. As it turns out, the shooting of the scene was finished with the very last cane.
Erik Rhodes' Italian characterization so offended the Italian government - and dictator Benito Mussolini in particular - that the film was banned in Italy. The same fate befell The Gay Divorcee (1934) the year before.
Mark Sandrich, who directed five of the Fred Astaire-Ginger Rogers musicals, was a physicist before he got into filmmaking, and would devise blueprints for every scene, so he would know exactly where to put the cameras and the actors.
Fred Astaire and Ginger Rogers frequently denied any major rivalry between them. But because so much of the praise and attention for the quality of the pictures has been focused on him, she was quick to point out she had plenty of input into the dance routines and was known as the "button finder," a show biz term for the person who can come up with just the right last word or finishing touch on a scene or number. She also wasn't innocent of telling a deflating story or two about her co-star. As she relates in her autobiography, Sandrich wanted a little something extra to cap the film and told his two stars to break into a dance as they descended the stairs at the end. They grumbled, preferring never just to start dancing without rehearsal, but they tried it anyway. And as Fred pivoted Ginger around him, his top hat came off and nearly plunged into the "canal" built on the Venice set. Rogers said he yelled "no, no, no!" and kicked the wall of the set hard - twice a reaction she thought uncharacteristically heated of him until she realized the cause of his anger. He had neglected to put his toupee on under the hat.
In one scene at the Lido, Madge orders a drink called a "horse's neck". It is traditionally served with a spiral of lemon (or orange) peel hanging over the edge of the glass, suggesting the curve of a horse's neck. It calls for 2 oz of bourbon or brandy, 4 oz of ginger ale, and a dash of bitters, over ice.
The end portion film was trimmed down after a preview audience complained of the length. Small parts by Donald Meek and Florence Roberts were cut. One of the last scenes to go, in which Eric Blore insults a policeman, is still present in some prints (including the RKO Collection videotape version from Turner Home Entertainment).
In an interview with Lee Server for the book Screenwriter: Words Become Pictures (Main Street Press, 1987), screenwriter Allan Scott said that Fred Astaire was "a helluva snob" who could be "perturbed very easily by the wrong reference." Scott said he would deliberately put in "wrong" lines for Astaire to spot and carp about in order to distract him from lines the writers did not want to lose.
Fred Astaire and Hermes Pan made up joke lyrics to the tune of "Cheek to Cheek": "Feathers, I hate feathers/And I hate them so that I can hardly speak/And I never find the happiness I seek/With those chicken feathers dancing cheek to cheek."
In this film and throughout his career, Fred Astaire insisted on keeping the camera at eye level with few changes in angles to focus attention on the dance rather than on camera technique. The dances were rarely broken up into segments that could be filmed in small bits at a time; as a result, multiple takes became arduous affairs that often lasted well into the night.
Ginger Rogers found Mark Sandrich rather cold and cruel. She related the story of how he snapped at her on the set one day to "take some dancing, singing, and acting lessons." She said she finally had to have producer Pandro S. Berman intercede on her behalf, but that Sandrich never accepted or liked her.
Allan Scott disliked working with Ginger Rogers. He preferred to write for "stage actresses who took their art seriously," such as Claudette Colbert or Greer Garson, and would rewrite to accommodate their ideas and concerns. He recalled, "There was a time with Ginger, on the other hand, where it got to be a joke. She would say, 'There's something radically wrong.' And you had to go down and see what you could do." What Scott usually found was that Rogers was having trouble with a line simply because she didn't get it, hadn't studied it, and she'd usually been out "dancing and whatnot" the night before. Scott used the term "radically wrong" to refer to Ginger for some time.
Although officially uncredited, it is universally acknowledged that Fred Astaire was the principal choreographer for this film. Hermes Pan was in charge of big production numbers, and when he and Astaire worked out the other dances, Pan played Ginger Rogers. When the routine was all set, they showed it to her.
Fred Astaire hated the initial draft, complaining to producer Pandro S. Berman that there was no real story or plot. He also strongly objected to two moments in the script where Ginger Rogers was called upon to slap him in the face.
Fred Astaire supervised every other aspect of the development of a dance number from orchestration through final shooting and editing. He was particularly adamant about how a number should be filmed. He disliked interrupting the flow of the dance with unusual camera angles, cuts to the face or feet of the dancer, or reaction shots of people watching.
When Astaire is dancing during the "No Strings (I'm Fancy Free)" number, he fakes being horrified when looking into the mirror, which is a reference to this thought that the camera was never kind to his face.
In 1936, there were only three licensed Hansom Cabs in the London Area. While it is possible that Ginger managed to get one of these, it is more likely a movie thing to show the Old English Way of things.
When the Hays Office learned that several actors, who were known within the industry to be gay, had been cast in this film, they sent a terse warning to RKO Studios. Particularly in regards to Erik Rhodes and Edward Everett Horton they warned that they should "avoid any idea of actors being pansy in character."
Significant changes were made to the original script to beef up Fred Astaire's character. Astaire complained that his part was juvenile, cocky, and arrogant, without charm or sympathy or humor. He observed that once he went to the Lido, he "dissolved into practically nothing." Scenes were added to further feature Astaire and his character was given greater depth, but the actor still found his character rather unlikable and frequently remarked that the film had no real story or plot.
Early drafts of the script called for several additional Irving Berlin songs to be included, but they ultimately never made it into the film. These songs include "Wild About You," "Get Thee Behind Me, Satan," and "You're The Cause."
During the week of September 20, 1935, every one of Irving Berlin's songs featured in this film were played on the radio show "Your Hit Parade." The show featured the United States' 15 most popular songs for the week. Berlin's five songs from this film made him the very first composer to have five songs included in the program during one week.