About two months before the film started principal photography, Tom Hanks wrote and performed a five-minute stand-up comedy routine at the Los Angeles Comedy Store in California. Hanks once said of this: "It was pure flop sweat time, an embarrassment. That material lasted 1 minute 40 seconds, and it had no theme".
For the role of Lilah's husband, John Krytsick, David Seltzer cast John Goodman, who played the philosophical convict in "Arizona Nunca Mais (1987)." Seltzer said: "Lilah's husband doesn't understand her desire to be a stand-up comedienne, but I didn't want him to be a villain or cruel. John is this big, soft, gentle bear who plays the role as a man bewildered by all of the sudden changes taking place".
David Seltzer first wrote the script in 1979 based on his experiences frequenting comedy clubs. Howard Zieff was attached to direct. When Zieff dropped out, the project was forgotten. In 1986, Daniel Melnick found the screenplay in a "Columbia Pictures" vault and wanted to revive the project. It was originally intended to be a small budget film with no stars but the studio sent the script to Sally Field. When she agreed to star in and produce the film, the budget was raised and Tom Hanks was cast.
Tom Hanks and Sally Field did stand-up routines in comedy clubs to prepare for this film. Stand-up comedian Susie Essman and comedy writer Dottie Archibald coached Field for her role. Archibald also served as consultant for the film, recruiting real stand-up comedians to appear in the film. Hanks enlisted stand-up comedian Barry Sobel and comedy writer Randy Fechter to help write his routine. One night, a young, up-and-coming Chris Rock shared a set with Hanks, and has stated since that Hanks was the funniest stand-up he had ever seen. During one of her routines, Sally Field shared a set with a then up-and-coming Adam Sandler, Sandler stated that Field's routine was the funniest that he's ever seen giving him a boost in his young career.
Paul Mazursky: As Arnold in the opening sequence of the movie. Mazursky plays a hustler selling bad jokes to Lilah Krytsick (Sally Field) in a seedy New York café.