Originally planned to star Fred Astaire and Judy Garland after their success together in Easter Parade (1948), but when Garland's addiction to over-the-counter drugs spiraled out of control, producer Arthur Freed replaced her with Ginger Rogers. The original title of the film was supposed to be "You Made Me Love You", after a hit song of Garland's.
Fred Astaire had sung "They Can't Take That Away from Me" to Ginger Rogers previously in Shall We Dance (1937), but they had never danced to it. Rogers suggested that they use the song again (this time dancing), and so it was included.
Mahlon Hamilton made an uncredited appearance as a doorman. He had been making movies for years, way back in 1919 starring as Jarvis Pendelton in Daddy-Long-Legs (1919). Six years after this film Fred Astaire went on to play the same role