Geraldine Chaplin's first nude scene. "My nudity, which is total, has nothing erotic about it: it is part of the anguish of my character," she said.
John Wayne was originally going to play the part of Carl Barber. However, due to budget overruns and delays, Wayne had to be replaced by Denver Pyle.
Writer and Director Alan Rudolph is a protégé of director Robert Altman. Keith Carradine starred in Altman's Nashville (1975), Thieves Like Us (1974), and McCabe & Mrs. Miller (1971). Carradine appeared in Rudolph's The Moderns (1988), Welcome to L.A. (1976), and Mrs. Parker and the Vicious Circle (1994), the latter two of which, Altman was the head Producer.
Richard Baskin wrote the score for this film. He had previously written or co-written numerous songs for Robert Altman's classic "Nashville."
The film cast includes two Oscar winners: Keith Carradine and Sissy Spacek; and two Oscar nominees: Sally Kellerman and Harvey Keitel.