The principal role of Kid Shelleen was offered and passed on by almost every big name star in Hollywood over its ten-year pre-production stage. After Lancaster dropped out, five other actors turned down the role, including Spencer Tracy, Kirk Douglas and José Ferrer, before Lee Marvin was offered the part. The role of Cat Ballou was also offered to a number of stars, including Natalie Wood (when Lancaster was still in the cast) and Ann-Margret (who didn't get a chance to accept it as her agent turned it down without consulting her), before Jane Fonda accepted it. The rest of the cast featured Michael Callan, Dwayne Hickman, Nat King Cole, Stubby Kaye, Tom Nardini, Jay C. Flippen, John Marley, Arthur Hunnicutt, Reginald Denny and Bruce Cabot. "Cat Ballou" turned out to be Nat King Cole's final film appearance as he passed away of lung cancer four months before it was released. The film was directed by Elliot Silverstein, who had spent the previous ten years directing television episodes, and was shot in twenty-eight days on location in Cañon City, Colorado, at the Columbia Ranch in Burbank, California and at the Gower Street Studios in Hollywood. Two-time Oscar nominee Frank De Vol composed the soundtrack with songs written by Mack David and Jerry Livingston.