According to Steve Guttenberg's autobiography, "The Guttenberg Bible", the original camera crew was fired during the first week and replaced by Producer Dino De Laurentiis with crew members who only spoke Italian. Soon afterwards, Curtis Hanson insisted on hiring Gilbert Taylor to replace the Italian cinematographer.
According to Steve Guttenberg, Dino De Laurentiis wanted to cast him as Terry because he felt that having him in the role would put a spin on it. Steve would be somebody people would not expect to see in that situation.
The character of the waitress Denise, portrayed by Elizabeth McGovern, was not in the film's source novel 'The Witnesses' by Anne Holden, and was added by screenwriter Curtis Hanson to this film adaptation.
The theater sequence was shot in Winston-Salem, North Carolina at the then-new Roger L. Stevens Center for the Performing Arts, now owned by the University of North Carolina School of the Arts. The dance company is the North Carolina Dance Theater, now Charlotte Ballet. The audience was required to stay in their seats for many, many hours during the filming.
Of French actress Isabelle Huppert, writer-director Curtis Hanson said of her casting: "As for Isabelle [Huppert], we went round and round. In the script, she was supposed to be an American. I came up with a list of American actresses and her name was suggested. She gives the movie a little extra something, rather than just an older woman [actor] Steve [Guttenberg] has a fling with. Being French, she has a veneer of sophistication. She's glamorous and belongs to a world that he aspires to. Isabelle also added a contrast with [actress] Elizabeth [McGovern], to whom Steve's character was initially unattracted."