Development The film was the idea of British producer
Don Boyd, based on his imagination of American life rather than knowledge. "I hadn't been to the United States since I was a child," he said. "My father worked for the
British-American Tobacco Company and was assigned to New York for six months, but I didn't remember a thing about it." Boyd's New York agents put him together with Ed Clinton, an actor who wanted to write. The two of them toured the US for nine months, researching and writing the script. Boyd returned to
London, showed the script to
Barry Spikings of
EMI Films who agreed to finance. Boyd originally wanted to direct the film himself on a budget of $2–3 million but Spikings encouraged him to think on a bigger scale with a bigger name director. "We could have done a fast road movie and still sold toys," said Spikings. "But to do this film right it had to be vast and expensive." Schlesinger later said "some of the charm comes from Clinton’s naivete, which was one of my original attractions to the script. Clinton’s writing is fresh and completely original. He is highly imaginative. It is not a smug or knowing film at all. In fact, it’s very charming. It’s also quite intelligent." Schlesinger called it "the most complicated project I've ever attempted" adding that the film was "a comedy about characters, so it needs extremely fine care and acting. This is what appealed to me, because I’m mainly intrigued with the people in my films rather than with the plot. This is a comedy about people living on the brink, and that’s the way most people actually live, I think. Many scenes often have something else happening in the same frame, so the timing becomes extremely important. If some incident is a bit off, the sequence just won’t work. You use less close-ups in a movie of this kind, so you need to stand back a little and see it all happening – how two people are relating to one another while some other action is going on. So often, with these things in consideration, more takes are required." Schlesinger later said when he came on board they did "four or five" extra drafts. "I changed a lot about the town and the thrust of the town: I also tried to give a film with this many characters as much development as I could. I think it is important to let a film live, so we are constantly changing the script."
Casting Shelley Duvall was originally announced for the film to play Carmen Odessa Shelby but was replaced by
Beverly D'Angelo. The lead role of Mayor Kirby T. Calo went to
William Devane, who had been in Schlesinger's last two films
Marathon Man and
Yanks. Other lead roles were played by
Beau Bridges and
Teri Garr.
Kay Medford was going to appear in the film as Sister Mary Clarise but died of cancer before shooting began.
Jessica Tandy did not like the script but agreed to do it because she wanted to work with Schlesinger. This movie was filmed in the small central Florida town of
Mount Dora. The off-ramp filming took place at the
I-75 and Palmer Road overpass in
Sarasota, Florida. Most of the highway scenes take place on I-75 between Sarasota and
Fort Myers while the highway was still under construction. Dynamite crews blew up a wooden bridge built to look like the southbound lane overpass at I-75 and Palmer Road before the Tampa-to-Miami leg of the highway was completed in 1981. Palmer Road never was designated for an I-75 exit because it is not a main thoroughfare. Part of the film was also shot in
Salt Lake City, Utah, and
New York City. The final scene cost $1 million. While the film was in post production, Boyd said, "on the strength of a film that hasn't been released yet and which nobody knows will be a success or a flop, Ed Clinton and I are being buried in movie offers." ==Release==