This film was made at the Colony Club, a strip joint owned by Abe Weinstein. Jack Ruby, the killer of accused John F. Kennedy assassin Lee Harvey Oswald, owned the Carousel Club, a few blocks down on Commerce Street in downtown Dallas. This film shows only a brief exterior of the Carousel.
Shooting began in 1959 and the film was finally released in 1964.
The scenes with the abstract skyline in the background were filmed at Abe's Colony Club in downtown Dallas, Texas. Abe Weinstein started using the Colony Club name in 1945; the club closed in 1972.
The scenes with the band in the background were filmed at Club Mont Martre in downtown Dallas, Texas. Jimmy Vouras opened this club in 1963, then changed the name to Gold Garter in 1965.