Pat Conroy based the source novel on a 1907 incident in which a group of military cadets at a distinguished naval and military college banded together to form a secret society. Every year, ten more cadets were added. When the society was exposed after several years, the original cadets were now influential people occupying a number of positions of power.

The film was originally intended to be shot at the Citadel in Charleston, SC. Pat Conroy, who wrote the source novel, was a cadet at The Citadel and wrote the book based on his experiences there. The school rejected the idea after the commandant of Valley Forge Military Academy warned about the time-consuming delays they faced when Taps (1981) was shot there. Citadel alummi also felt the novel, set at a fictional South Carolina military college, was derogatory to the school. Filming was shifted to England.

Actor David Keith was cast in the lead role after co-starring in the box-office smash An Officer and a Gentleman (1982) which won two Oscars.

Bill Paxton met his second wife, Louise Newbury, on a #37 bus while filming in London.

For the military college dance sequence, over 200 young women were fitted out in dresses from the 1960s.