The film was originally set in New York City. The cast prepped for two months and shot for six weeks in New York City. On the last night of location filming, Peter Bogdanovich got a phone call from his agent around midnight, letting him know he was being replaced as director. After reviewing footage with the replacement director, the New York City footage was scrapped, and the script was re-written to be shot entirely in Los Angeles.
On Gilbert Gottfried's podcast in 2016, Peter Bogdanovich said he and Gene Wilder didn't get along because Bogdanovich devoted most of his time and energy to Richard Pryor, who had Multiple Sclerosis. Bogdanovich claims the film was only green-lit because he got Pryor involved, and he believes Wilder successfully campaigned to have Bogdanovich replaced. Gottfried was cast in the Bogdanovich version, but dropped when it was reshot.
Maurice Phillips replaced Peter Bogdanovich as director. Bogdanovich worked on the picture for five weeks before being replaced.
This film's poor performance at the box office was one factor that led Gene Wilder to retire from movies. Other factors were the death of his wife, Gilda Radner, Richard Pryor's failing health, feeling mistreated by Peter Bogdanovich (who was fired), and studio interference on his previous picture, Funny About Love (1990). He continued to work in television, which he found far more pleasant, and where he felt he was more appreciated.