Nicolo Polo shows treasures from China and sends his son Marco Polo (Gary Cooper) there with his assistant (and comic relief) Binguccio (Ernest Truex). They sail from Venice, are shipwrecked, and cross the desert of Persia and the mountains of Tibet to China, to seek out Peking and the palace of China's ruler, Kublai Khan (George Barbier).
The philosopher/fireworks-maker Chen Tsu (H. B. Warner) is the first friend they make in the city, and invites them into his home for a meal of spaghetti. Children explode a fire-cracker, and Marco thinks it could be a weapon. Meanwhile, at the Palace, Ahmed (Basil Rathbone), the Emperor's adviser, harboring dubious ambitions of his own, convinces Emperor Kublai Khan that his army of a million men can conquer Japan.
Kublai Khan promises Princess Kukachin (Sigrid Gurie) to the King of Persia. Marco, arriving at the palace, sees Kukachin praying for a handsome husband. Marco is granted an audience with the emperor at the same time as a group of ladies-in-waiting arrive; Kublai Khan lets Marco test the maidens to find out which are the most worthy. Marco tests them all with a question ("How many teeth does a snapping turtle have?"), and he sends off the ones who had incorrectly guessed the answer, as well as those who had told him the correct answer (none), retaining those saying they did not know. His reasoning behind this is that they are the perfect ladies-in-waiting, not overly intelligent, and honest. Kublai agrees and Marco immediately becomes a favored guest. Ahmed shows Marco his private tower with vultures and executes a spy via a trapdoor into a lion pit. Kukachin tells Marco that she is going to marry the King of Persia, but, having fallen in love with her, he shows her what a kiss is. A guard tells Ahmed, who vows to keep Marco out of the way. Ahmed then advises Kublai Khan to send Marco into the desert to spy on suspected rebels. Kukachin warns Marco of the deceiving Ahmed.
John Cromwell began directing on June 15th, 1937 but soon left the project after just five days of shooting, due to "differences of opinion on story treatment," according to a press release. The film's producer Samuel Goldwyn then attempted to rope in William Wyler for the job. Wyler wanted nothing to do with it, so Goldwyn persuaded John Ford to take over for a few days until he could find a permanent replacement for Cromwell. Archie Mayo was eventually brought in to finish the picture.
Lana Turner later recalled in a Gary Cooper biography that her "fancy black oriental wig" had been glued around her face with spirit gum, while she felt extremely uncomfortable in her costumes, and worse yet, had her eyebrows shaved off, at the insistence of Samuel Goldwyn himself, and replaced them with false slanting black ones.
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