While loosely based on the Burglar novels by Lawrence Block, two of the principal characters underwent major changes: Bernard "Bernie" Rhodenbarr, a white male bookstore owner/burglar, became Bernice "Bernie" Rhodenbarr as played by Whoopi Goldberg; lesbian dog groomer Carolyn Kaiser, Bernie's best friend, became straight dog groomer Carl Heller and was portrayed by Bobcat Goldthwait.
Bruce Willis was originally offered the role of Bernie (before the character was changed to a woman in the screenplay).
In an interview Whoopi Goldberg explained how they changed the main character from a man to a woman: "We just took out all the sex!"
In one of the bar scenes, WKRP in Cincinnati (1978) can be seen playing on a television in the background. Director Hugh Wilson was the creator of this series.