was filmed, like many of her other musical numbers in MGM films, so that it could be easily removed from the print by sensitive Southern distributors. When the film started production in the fall of 1945, Judy Garland was signed as Broadway singer-dancer Marilyn Miller, having just returned to California after a long New York honeymoon with her new husband, director Vincente Minnelli. Soon after, Kern returned to New York towards the end of October and died in November 1945. During the six months that it took to shoot the film, producer Arthur Freed had to come up with one director after another. Lemuel Ayers, a set designer, was originally scheduled to make his directorial debut on the film, but was replaced by Busby Berkeley late in August 1945. Meanwhile, Minnelli – who, it was rumored at the time, would be taking over the direction of the film – was shooting Garland's sequences even before the beginning of principal photography, as she was pregnant and expected to give birth in March 1946; her shooting was completed on November 8, 1945. By the time full shooting began in the middle of December, Berkeley had been replaced by Henry Koster, who was also replaced after a short period by Richard Whorf. Whorf ended up receiving the onscreen directorial credit. There was a break in production from some time in January 1946 to the middle of March of that year. The film includes two versions of "Ol' Man River" - the first sung by Caleb Peterson and an African-American chorus as part of the Show Boat medley, and the second, a "crooner version" by Frank Sinatra, featured as the grand finale. Barbette consulted on the creation of the film's circus sequence. Songs "Cotton Blossom" - MGM Studio Orchestra and Chorus "Where's the Mate for Me" - Tony Martin "Make Believe" - Kathryn Grayson/Tony Martin "Life Upon the Wicked Stage" - Virginia O'Brien/MGM Studio Orchestra and Chorus Girls "Can't Help Lovin' Dat Man" - Lena Horne "Ol' Man River" - Caleb Peterson/MGM Studio Orchestra and Chorus "Ka-Lu-a" - MGM Studio Orchestra "How'd You Like to Spoon with Me" - Angela Lansbury/MGM Studio Orchestra and Chorus "They Didn't Believe Me" - Dinah Shore "Till the Clouds Roll By" - June Allyson/Ray McDonald/MGM Studio Orchestra and Chorus "Leave It to Jane" - MGM Studio Orchestra and Chorus/June Allyson/Ray McDonald "Cleopatterer" - June Allyson/Ray McDonald/MGM Studio Orchestra