Each morning of filming, W.C. Fields called a cast meeting. In the beginning, Edgar Bergen would bring along Charlie McCarthy who would become so disruptive during these sessions that Fields banned him from attending future meetings.
If one looks closely, there are two shots in which ads on the side of one of the circus wagons promote "Madame Gorgeous." In W.C. Fields original story, she was supposed to be his wife, a star high-wire performer in his circus until she is killed in an accident during her act. Her death was supposed to give pathos to Fields' characterization and also explain why the circus had previously been prospering and was now in debt. However, producer Lester Cowan and other Universal executives didn't think a death was an appropriate way to begin a comic film, and they made Fields take it out. Later, he wanted to use Madame Gorgeous and her death in Never Give a Sucker an Even Break (1941), but again his bosses at Universal said no.
W.C. Fields and Edgar Bergen were paid $100,000 each. Fields was paid an additional $25,000 for writing the script.
W.C. Fields became a big hit on radio, especially on Edgar Bergen's radio program, where he had a long-running feud with Charlie McCarthy. This film was an attempt to capitalize on the popularity of that discord by having it carried on in a movie.