Zaza was based on an old French play about the loves and sorrows of a tumultuous French music hall siren. The play had an illustrious history: In 1889, the great French actress Rejane played the title role in Paris, and in l920, the legendary diva Geraldine Farrar sang the role at the Metropolitan Opera. Cukor perceived the Paramount remake as "terribly French," what with "that endless exploration of unfaithfulness and the suffering of love."

Claudette Colbert was cast as Zaza, a music hall performer, who falls in love with a handsome chance acquaintance, Dufresne (Herbert Marshall), only to become heartbroken upon learning he is married and has a child. What intrigued Cukor was not the illicit affair, but the relationship between public and private life, the tension between life onstage and off. In his movie, the audience got a real sense of a touring company's daily life, where privacy was impossible; the whole troupe knows and talks about Zaza's affair.

At Paramount, Cukor met with less resistance to the demands of a period film than he had at Metro. Hans Dreier, known for his atmospheric sets, came up with an interesting design for Zaza, creating an authentic outdoor cabaret complete with earth on floor. For Cukor, the period feeling was as good as Camille. The picture was photographed by Charles Lang, known for his ability to make women look ravishing. Zaza features stunning shots of Colbert in big and elegant feathered hats.

Colbert was not originally cast in the picture. Shooting began with an Italian actress, Isa Miranda, but her accent was so heavy she could hardly be understood. Cukor wasn't happy about the situation, and after a week demanded a new actress. Colbert, who was under contract to Paramount, remembered the incident causing quite a stir on the lot; Cukor was after all not a Paramount director. "George came to my dressing room," she recalled, "telling me what a great play it was, how it had always been for the big star of the day, and blah, blah. He really knew how to talk you into things."

Cukor and Colbert had never worked together, but they had met years back, when both were working in the NY theatre. According to Colbert, Cukor was a very personal director and, owing to his stage experience, particularly good with actors. "In my whole experience on screen, I never felt there was enough rehearsal to discuss things with the director. The camera was given much more time than the actors. But with George, you really felt you had worked your part out. He went into deeper explanations than other directors about the character you played."

Cukor was a whiz with dialogue," said Edward Dmytryk, the film's editor, "but was never quite at home with the camera." During shooting, Cukor would rehearse and stage a scene, then allow Dmytryk to work out the camera setups. Once the cameras were rolling, Cukor was again in charge.

Cukor knew what he wanted, and would continue shooting until he got it. "He took quite a few takes," Colbert conceded, "but he never took unnecessary takes. He knew when it was good and when it was bad." Cukor held that there comes a time when the scene is done. "You have to let it go, for that's going to be as good as it's going to be. You accept it as such and don't beat it to death."

Occasionally, Cukor failed to get the results he wanted. Colbert recalled a scene where Zaza, dressed in her finery, gathers up the courage to go to Dufresne's house, and his daughter answers the door. "The child was very beautiful," Colbert said, "but not a good actress. George said to her, 'Here is this beautiful lady, and I've got to see what you think.' So I knocked on the door, and she opened it and just looked at me. And George said, 'No, no, no, you've got to show me that you have never seen a lady dressed like this.' We did it so many times, and the girl would open the door with this blank expression on her face." After a dozen takes, realizing he wasn't getting what he wanted, Cukor sent his star home so that he could work with the child alone.

The next day, Colbert went to see the rushes over lunch, as was her practice. "I laughed so much," she said, "Here is the little girl and you could only hear George's voice as he said to the cameraman, 'Don't cut, we'll just keep doing it a few times, while I talk to her.' But the same thing happened again and again. He said, 'here is this beautiful lady,' and there was this very blank look.' Finally he said, as she opened the door, 'Look, I'm a Christmas tree, I'm a Christmas tree, and I'm covered with silver balls you have never seen before!' The little girl gave him the same blank look." Desperate, Cukor finally was forced to use a long shot of this scene.

Few children appear in Cukor's films. "The idea of working with a child absolutely appalls me, as working with an animal appalls me." Cukor understood that manipulation is the key to getting a good performance from children, and he hated that. Cukor was devastated by reports that Vincente Minnelli told Margaret O'Brien that her dog was dead to get her to cry in Meet Me in St. Louis.

Colbert seemed more personal in Zaza. Cukor thought that as a comedienne Colbert used only part of her talent and elegance; her range was wider than she was given chance to display. Zaza was the only film in which Colbert had chance to display her pretty voice.

Cukor brought his friend Fanny Brice on the set to coach her. Colbert recalled, "It was wonderful, no other director would do such a thing. That's going a long way and indicative of the kind of director he was."

Brice taught Colbert how to contact an audience, how to command the stage. "You know, kid," she told Colbert in her heavy Brooklyn accent, "when you sing a ballad, if you touch your own flesh, it's a kind of comfort to ya." Brice placed her beautiful hands at the base of her neck, and showed Colbert how to make each member of the audience feel she was looking directly at him with her penetrating eyes and radiant smile. "When they calm down," Brice said, "especially if it's a serious song, I fasten my eyes right below the balcony, and I sing."

Said Colbert: "When I did out and out comedy with Lubitsch, it was heaven, because I understood comedy, Lubitsch understood comedy, and he was very funny himself." But Zaza was not really a comedy. And there was a big difference between Cukor and Lubitsch, though Colbert was "crazy" about both of them. "Lubitsch was a complete personality in his own way," she said, "he always had a piano on the set and he would play and make jokes between sets. George was not that type. His humor was with you, personally, just talking; he did not spend the day entertaining his cast."

If Colbert was perfectly cast, Cukor didn't think Herbert Marshall was right as the married lover; he was too stuffy, too much of English gentleman, which meant that his adulterous duplicity was not believable.

Cukor had a wonderful habit of using older actresses in need for a job in his movies. One of these, Mrs. Zimmerman, an elderly stage actress, was always on the set of Zaza. She was quite a character, according to Colbert, wonderful but very foul. Bert Lahr, who played Cascart, Zaza's faithful manager, was very annoyed by her. "Bert was a great comedian," Colbert said, "but he was playing a straight part, and Zimmerman didn't like what he was doing. She would sit under that camera like a little Buddha, and everything would show on her face." When they were rehearsing, Cukor was did not see her, but Lahr couldn't avoid looking at her.

Finally, Lahr said to Colbert, "She's driving me crazy, I'm going mad." "Oh, just ignore her," said Colbert, "don't look at her, she's Russian, she's got her own ways.'" Lahr then said, "I'd like to ask her if she can do a time step." To which Colbert replied, "Bert, don't ask her, from what I've seen she might be able to." At this point, Cukor, who had overheard the whole conversation, burst out laughing.