Sondra Locke made this as part of a $150,000 three-picture deal with 20th Century Fox. She was compensated for the other two which never got off the ground.
The three principal players all died within a year of each other: Sondra Locke died on November 3, 2018 at age 74; Ken Kercheval died on April 21, 2019 at age 83; and Robert Forster died on October 11, 2019 at age 78.
Director Noel Black described making this film as a series of compromises made in order to please 20th Century Fox. Black originally planned to cast a young, unknown Al Pacino as Tony Hall, but this was just one of the things he had to forsake. Black also disagreed with the ethical issues about filmmaking brought up in the script and wanted to change them but couldn't.
During a promotional interview with syndicated columnist Dick Kleiner, Sondra Locke pretended she was three years younger than she was. Locke turned 25 in May 1969 and her age was published as 22 that July.
Originally titled "Run Shadow Run."