The film stars Ronald Colman, Madeleine Carroll and Douglas Fairbanks Jr., with a supporting cast including C. Aubrey Smith, Raymond Massey, Mary Astor and David Niven.

The screenplay was written by John L. Balderston, adapted by Wells Root from the novel, with dramatization by Edward Rose; Donald Ogden Stewart was responsible for additional dialogue and Ben Hecht and Sidney Howard made uncredited contributions.

In June 1897, English gentleman Rudolf Rassendyll (Colman) takes a fishing vacation in a small country somewhere between Vienna and Bucharest (unnamed in the film; Ruritania in the novel).

Michael is bitterly jealous that he, though older than Rudolph, is not the heir to the throne because his mother was not of royal blood (which had made her unacceptable with court circles).

With the coronation accomplished, Rassendyll returns to resume his real identity, only to find the king has been abducted by Rupert of Hentzau, Michael's chief henchman.

Since the king would be executed at the first sign of a rescue attempt, Antoinette insists that one man must swim across the moat and hold off his would-be assassins until loyal troops storm the castle.

Rassendyll kills two guards, but must fight a prolonged duel with Rupert, while at the same time attempting to cut a rope to lower the drawbridge for Zapt and his men.

Massey asked Smith for advice and was told, "My dear Ray, in my time I have played every part in The Prisoner of Zenda except Princess Flavia.

"[3] The orchestra conductor who is forced to cease and resume conducting the Künstlerleben Walzer by Strauss every time the royal couple stop and start waltzing was played by Al Shean, uncle of the Marx Brothers (Groucho, Harpo, Chico and Zeppo) as well as half the earlier comedy team Gallagher and Shean.

[4] Selznick was partly inspired to take on the project because of the abdication of Edward VIII, and exploited this angle in his marketing of the film.

[4] Director John Cromwell was unhappy with his male leads, as he suspected that Colman did not know his lines, and was concerned about Fairbanks' and Niven's late nights on the town.

[10] In 1947, Selznick announced he would make a sequel based on a play adaptation of Rupert of Hentzau, starring Joseph Cotten as King Rudolph/Rudolph, Louis Jourdan and Alida Valli.

Hal Le Roy played Rudolph, King of Sulvania, who outlaws swing music on pain of death, as well as his distant relative, a swing-loving saxophone player.

Jack Lemmon plays the roles of the doubles (Professor Fate and Prince Hapnik); Tony Curtis is the swashbuckler (Leslie Gallant lll, a/k/a The Great Leslie), crossing swords with Baron Rolfe von Stuppe, Ross Martin's answer to Douglas Fairbanks, Jr.'s Rupert of Hentzau.

and "To Sire With Love, Parts 1 and 2", parodied the 1937 movie version, with Don Adams imitating Colman's distinctive voice.

[14] In the season 4 episode "Sleeping With the Enemy" of the television series Northern Exposure, Ed Chigliak dubs the film into Tlingit (a Native American language).