Mark Rydell was the first director attached to this film, with Barbra Streisand interested in playing Claudia. However, Rydell cast the younger Debra Winger instead. Then Streisand came back after Winger pulled out. Then Rydell left the project, and Streisand hired Martin Ritt. Streisand says she was genuinely frightened of Leslie Nielsen, who managed to convince her he was dangerous. She says she wishes she had "fought back" more in their dramatic sequence together, but that he really did scare her.
It was while filming this movie that Leslie Nielsen was invited to reprise his role as Det. Frank Drebin in The Naked Gun: From the Files of Police Squad! (1988), a call that Nielsen admitted he had been hoping for since the end of Police Squad! (1982).