Linda Fiorentino was widely lauded by critics for her performance in this movie but was denied an Academy Award nomination because it came out on TV before a theatrical release.

Linda Fiorentino was offered the option of letting a body double do the love scenes, but she chose to do them herself.

Peter Berg recalled the chain-link-fence sex scene with Linda Fiorentino: "What I remember most about it was we were shooting it at the end of the night. We never got a chance to talk about how we were going to do it. By the time we got outside to shoot, it was like 5 in the morning and the sun was coming up. We had no plan and I didn't want to do something that looked embarrassing or stupid. I didn't want to appear to be just this designated sex-toy without some plan. I was suggesting that we maybe come back another day to shoot. John Dahl was upset because he knew he didn't have the time to come back, and I was being all nervous, and Linda was just smoking a cigarette, watching. After about ten minutes of me rambling on, she threw down the cigarette, looked at me, told me to shut the fuck up, take my pants down, and get up against the fence. She said, 'John, get a camera,' and she climbed up on me against that fence and told John Dahl to shoot it, and that was the scene. She thought of it, she conceived it, she executed it. It was awesome."

Director John Dahl initially saw this movie as more of a dark comedy than as film noir.

Linda Fiorentino came up with the idea to put the cigarette out in the pie.