All performers in this film had a criminal record and had served time in prison (and were expressly identified in the end credits of their respective inmate numbers), or were affiliated with the social organization The Fortune Society, or were local neighbors in Brooklyn.
The film was dedicated to David Rothenberg. Formerly a Broadway press agent, Rothenberg spent his own money to stage the controversial play 'Fortune and Men's Eyes', about prison abuse, and the influx of feedback and testimony from former prisoners moved by the play and film led to the founding of The Fortune Society, an organization devoted to helping former prisoners reintegrate into society. This film was inspired by the organization's mission.
Director Robert Kaylor says all scenes were unscripted, and non rehearsed before shooting; he just briefed the non professional actors on how the scene was to be filmed with his camera, and they ad libbed. During the first scene at the bar, director Milos Forman was present as a guest, and as the lengthy dialogue went on, was asking where the script was.