scheduled to start in Spain in August 1963, following the completion of 55 Days at Peking (1963) and The Fall of the Roman Empire (1964). The budget was expected to be $6.5 million. However, by the next month, Ray had suffered a heart attack while filming 55 Days at Peking. In November, Bronston announced that Ray would be replaced by Frank Capra, by which time the project was re-titled Circus. Wary of the script issues, Wayne enlisted for James Edward Grant to help rework the script. Grant was initially reluctant, but Bronston offered him a three-picture deal to which he accepted. As Grant was co-writing the script, he entered into creative differences finding Capra's script to be "so incredibly old-fashioned that Duke comes out sometimes as Harold Lloyd, sometimes as Oliver Hardy and sometimes as...Stan Laurel. When you read this thing it is easy to understand why this guy hasn't had a hit since [screenwriter] Robert Riskin died." According to Capra, Grant told him that he and Wayne would "knock you out a screenplay in a week. All you gotta have in a John Wayne picture is a hoity-toity dame with big tits that Duke can throw over his knees and spank, and a collection of jerks he can smash in the face every five minutes. In between, you fill in with gags, flags and chases. That's all you need, his fans eat it up." When Wayne had arrived in Spain, he rejected Capra's script as uninteresting and unworkable. Yordan had wanted to fire Capra, although it would cost $150,000 in severance pay. Ultimately, Capra was fired from the project by July 1963 for which he was replaced by Henry Hathaway. That same month, The New York Times had reported that Capra wanted to make the film a light comedy while Bronston insisted it be a romantic melodrama. They had also reported that shooting would still resume in the same summer. With Hathaway onboard, he initially sought for Wendell Mayes to help salvage the script, but he was already contracted on another film project for Twentieth Century Fox. Hathaway then enlisted Ben Hecht to retool the script for two weeks by retaining the opening shipwreck and the big-top fire scenes, but improvising the rest. Screenwriter Julian Halevy (a pseudonym for Julian Zimet) was also brought in for on-set rewrites. Casting In March 1963, it was reported that David Niven and