In an interview with the Australian magazine Cinema Papers in the early 1990s, director George Miller revealed that the shoot had been extremely difficult, because he was initially unfamiliar with Hollywood-style communication. In a meeting to discuss ways to reduce the budget, Miller volunteered to give up his trailer because he was always needed on the set and had no time to use it. The studio concluded that he was a pushover, so they began to interfere with his production requests. If he asked for fifty extras, the studio would provide a dozen. If he asked for two cameras, they would provide one. Miller decided to fight fire with fire, and refused to shoot each scene until his production demands were met. The studio responded by looking for a new director, but were prevented by Jack Nicholson, who supported Miller and vowed to walk off the production if he was replaced.
Cher was offered the role of Jane, but preferred the part of Alexandra, the role that Susan Sarandon had been hired to play. Sarandon did not discover that she would be playing Jane until she showed up on location.
Composer John Williams's own whistling was dubbed in over Jack Nicholson's for the scene at the ice cream counter.
According to George Miller, producer Jon Peters suddenly decided he wanted aliens to appear in the movie, even though it didn't make sense with the story. Miller thinks that Peters was influenced by the box-office success of Alien 2: El regreso (1986). He even showed up one day on-set with a stuntman dressed as an alien, and told Miller to put him in a scene, any scene. Miller and Jack Nicholson then left the set until Peters gave up on his fixation.
When Jane, Sookie and Alex rush back into Daryl's office after hearing Daryl's car approach the house, Jane knocks over the lamp. Susan Sarandon actually accidentally knocked it over. The girls' reaction was genuine. Instead of reshooting the scene, the director liked it knowing it went well with the emotion of panic that he worked it into the scene.