The hospital where Matthew Modine's character is interning in was in fact a real hospital in Los Angeles that shut down but was then converted and used as a movie and TV show set. Director Thom Eberhardt while filming had a feeling that he had been there before and someone reminded him that he in fact had been born there. Eberhardt happily responded with saying "Whoa cool"
In order to get the limp that Christine Lahti's character Dr. Rachel Woodruff has in the film, she took off her wedding ring and put it in her shoe so she wouldn't forget that she had it.
The scene where Daphine Zuniga confronts Matthew Modine in the courtyard outside the school wanted to be played differently by Director Thom Eberhardt. He wanted to do something different because he felt that Modine's character was acting like a "butthole" and wanted her to slap or punch him at the end of the scene. When they previewed the film with this version of the scene, two girls who were sitting behind Eberhardt in the theater and one of them said "I Knew She Was Going To Be A Bitch." In the end, Eberhardt was really happy with the final version that Zuniga had played because she had played it better.
The love scene between Matthew Modine and Daphine Zuniga was almost to the point of controversy between the studio and Director Thom Eberhardt. The studio wanted a more "steamier" love scene between the two and spent an entire Saturday afternoon which lasted four hours reshooting the sequence much to Eberhardt and Zuniga's misery. In editing, they tried endlessly to make the scene work cutting, trimming and massaging it to make fit the film tonewise. The studio previewed the film with this scene one time and Jeffery Katzenberg the then CEO of Disney, was not happy with the scene and agreed with Eberhardt to cut it out because it did not work.
It was Alice Carter's idea to wear a gas mask in the Gross Anatomy lab which Director Thom Eberhardt loved, but it was mostly due to the formaldehyde that was overpowering the room to the point that Daphine Zuniga would stand next to the door to get air.