The scene in which Susan Gallagher (Judy Garland) auditions for the Ziegfeld Follies is strikingly similar to Garland's own audition for MGM in 1935. Like her character, Garland came in with her father (Francis "Frank" Gumm) as her accompanist and was flopping until Roger Edens, like Slayton (Paul Kelly) in the film, took over the audition, coached her to sing more softly and subtly, and got her the MGM contract.
This was James Stewart's last performance before serving military service in World War II. He would return to the silver screen five years later in the classic La vita è meravigliosa (1946).
Sexual innuendo occurs several times; for example, in the opening with Sheila Regan (Lana Turner) as the elevator operator, she is describing to a friend her meeting Florenz Ziegfeld Jr. on her elevator. She reports that he liked her ankles. When asked about her heels, Sheila makes a gesture with her cupped hand indicating he likes "round heels" - a reference to women who fall easily into bed.
Lana Turner's character was loosely modeled after real-life Ziegfeld Girl Lillian Lorraine, who once suffered a drunken fall into the orchestra pit during an extravagant number. Lorraine starred in several The Ziegfeld Follies' annual productions, starting in 1909, until her fame waned in the 1920s.
The final shot of the "You Never Looked So Beautiful Before" number is recycled from "A Pretty Girl is Like a Melody" from Il paradiso delle fanciulle (1936). For the sake of continuity, Judy Garland is costumed and made up to resemble Virginia Bruce, who crowned the "Wedding Cake" set in the earlier film.