Shirley MacLaine thought that Dean Martin turned in his best ever performance, because "he was a lot like Bama, a loner with his own code of ethics who would never compromise, so maybe it wasn't really a performance."
According to Shirley MacLaine, Frank Sinatra and Dean Martin did not get along with Vincente Minnelli. They disliked the way that Minnelli directed scenery instead of directing actors.
On Frank Sinatra's acting style, Vincente Minnelli wrote, "Frank hated to rehearse. Prior to shooting each scene, I would work with other members of the cast until the last moment. Frank would then be called in, we'd go over the scene once again, and shoot. He gave me everything I wanted."
Vincente Minnelli and Frank Sinatra clashed famously during the filming of the climactic carnival scene. Minnelli took too much time setting up a shot with a Ferris wheel and then decided to move the giant wheel, instead of moving the camera, to get the effect he wanted. Then, according to Shirley MacLaine, "Frank bolted toward his limo, dove into it headfirst, and ordered the driver to the airport. He went back to Los Angeles, and Dean went with him." Minnelli defended his actions in his autobiography: "Folklore suggests that the Ferris wheel had to be moved three inches to satisfy my esoteric tastes. The reason for the move was somewhat more practical. The camera wouldn't pick it up in the long shots unless it was moved six feet. It was important that the Ferris wheel be seen from all angles, since it was the focal point of the scene."
It was during the making of this film that Shirley MacLaine found herself welcomed into what would later be called the "Rat Pack" fraternity that included Frank Sinatra and Dean Martin, her co-stars in this film. MacLaine says the group known as the "Rat Pack" was actually called "The Clan" by the members while "Rat Pack" was a term given in the 1950s to Humphrey Bogart and his pals by Lauren Bacall.