Robert Mitchum actually wrote several scenes for this movie when Nicholas Ray came on board to do uncredited directing so that the script would make more sense.
Gloria Grahame did not want to be in this movie; Howard Hughes admitted that he never saw her previous performance opposite Humphrey Bogart in the film In a Lonely Place, which is today unanimously considered among her finest performances. When Grahame asked to be loaned out to make George Stevens's A Place in the Sun, Hughes turned down her request and forced her to make this movie (she reportedly dryly told her then-husband and uncredited director Nicholas Ray, who she was in the process of divorcing, that she wouldn't ask for alimony if he could get her out of this movie). Grahame later stated that she intentionally over-acted out of hatred for Hughes.
Both Joyce Mackenzie and Jane Greer were considered for the part eventually played by Gloria Grahame, wife of uncredited co-director Nicholas Ray.
Producer Howard Hughes fired director Josef von Sternberg about a third of the way through and shot the rest with Nicholas Ray.