William Holden almost turned down the film because he thought he was too old at 37 to play Hal Carter. Audiences agreed that he was much too old to play a character in his twenties.
During the dramatic sunset scene with Rosalind Russell and Arthur O'Connell, when Rosemary, the schoolteacher looked out at the deep red sky and remarked that sometimes the day puts up a fight against being night, what they really were looking at was the leading edge of a very large approaching thunderstorm. It contained a tornado which hit a nearby town. A few minutes after shooting the scene, the movie company themselves had to take cover.
The last aerial shot of the bus and the train was filmed by Haskell Wexler, who was James Wong Howe's assistant at the time. The cameraman simply leaned out the open door of the helicopter for several minutes with no safety harness, with his right leg wrapped around a strut, following the bus overtaking the train below.
While selecting locals to play extras in the film, Joshua Logan said, "There's a girl with a typical Kansas face." The woman was hired for atmosphere but confessed, "I'm from Brooklyn. I'm just here visiting my grandmother."
William Holden didn't want to do the dance sequence with Kim Novak, fearing it would make him look foolish. He told co-star Cliff Robertson, "I just don't know how to dance." Hoping to persuade the studio to cut the dance scene, Holden insisted on being paid an $8,000 "stuntman premium". To his surprise, the studio paid up and Holden was forced to do the dance scene, although he was allowed to do it under the influence of alcohol. In one of the most memorable scenes in the movie, he really is intoxicated, and it still remains one of only four movies that he ever danced in (the others being Sabrina (1954), Dear Ruth (1947), and Boulevard der Dämmerung (1950)).