Faye Dunaway was originally offered the role of Fedora, and Marlene Dietrich was asked to play Countess Sobryanski.
Director Billy Wilder expected the actress that was cast as Fedora to play her both as a young and old woman. When Faye Dunaway passed on the part and Marthe Keller was cast as Fedora, Wilder was dismayed when the old age makeup prepared for the older Fedora (as Countess Sobryanski) aggravated a large scar on her forehead and caused so much pain that Wilder knew she couldn't act under those conditions. He was forced to cast an older actress for the old Fedora, and Hildegard Knef got the part. Wilder and Keller never established a good working relationship, with the result that her poor performance essentially ended her time as a Hollywood star.