The film was based on a play "The Beggars Are Coming to Town" by Theodore Reeves which opened on Broadway on October 27, 1945 starring Paul Kelly and Luther Adler in the Lancaster/Douglas roles as former bootleggers. This was Byron Haskin's first directorial assignment since 1928, having worked as a cameraman in the interim. Haskin felt that the reason none of the cast objected was as newcomers they didn't know enough to object.