Robbie Robertson, who plays Patch, worked summer jobs in the traveling carny circuit when he was fourteen and fifteen. Besides providing inspiration for this film, Robertson's experiences working in the carny circuit as a teenager also inspired the song "Life is a Carnival" by The Band.
Director Robert Kaylor originally wanted to make a smaller film starring Harvey Keitel and Robert Mitchum.
The definition of a "carny" is a professional carnival trouper.