- California Doubling: Some scenes set in Texas were actually filmed in Lincoln, Nebraska where the bulk of the film is set.
- In addition, the scene where the station wagon crosses the "Texas State Line" was actually filmed just outside Cortland, NE.
- Hostility on the Set: Shirley MacLaine and Debra Winger clashed frequently, largely due to Winger's cocaine use. At one point, they actually got into a shoving match and on another occasion, Winger farted in MacLaine's direction. They were both nominated for that year's Best Actress Oscar, which went to MacLaine. On her way to the podium, she reportedly whispered to Winger, "Half of this belongs to you," to which Winger reportedly replied, "I'll take half."
- Romance on the Set: While shooting the movie in Nebraska, Debra Winger began dating the Governor Bob Kerrey; who told reporters, "She swept me off my foot," alluding to the fact that the lower part of one of his legs was amputated due to injuries sustained in his Medal of Honor action in Vietnam.
- Throw It In!: Shirley MacLaine revealed that Jack Nicholson improvised many scenes, including one where put his hand down her dress in the beach scene.
- What Could Have Been:
- Anne Bancroft was considered for Aurora Greenwood. Louise Fletcher, Jennifer Jones and Diane Keaton were also considered.
- The role of Emma Greenwood was originally written for Sissy Spacek. Jodie Foster turned it down in order to study at Yale. Mary Steenburgen was also considered.
- Real life mother-daughter duo Janet Leigh and Jamie Lee Curtis were considered for the lead roles.
- The character of Garrett Breedlove was written specifically with Burt Reynolds in mind. Reynolds loved the script but was already committed to star in Stroker Ace. James Garner, Harrison Ford and Paul Newman also turned down the role. Reynolds has named this the biggest regret of his career, saying "In Hollywood, you don't win any awards for being an idiot".
- The role of Patsy was originally offered to Kim Basinger, who turned it down to star in The Man Who Loved Women instead.
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