Cybill Shepherd was cast with the option of backing out of her nude scenes if she so desired. She only agreed to do them after asking the opinions of three female costars - Cloris Leachman, Ellen Burstyn, and Eileen Brennan, who all thought she should do them.
At 9 minutes and 54 seconds, Ben Johnson's performance in this movie is the shortest ever to win an Academy Award for Best Supporting Actor.
Cloris Leachman's last scene in the movie was printed on the first take without any previous rehearsals. She wanted to rehearse the scene, but director Peter Bogdanovich thought it would ruin the scene if it was rehearsed. After she completed the take, she said to him, "I can do better." He replied, "No, you can't; you just won the Oscar." Ultimately his sense of direction paid off, as Leachman won the Academy Award for her performance.
Peter Bogdanovich had originally offered the role of Sam the Lion to James Stewart, who liked the part but had already committed to The Jimmy Stewart Show (1971) and couldn't get out of it. The role was then offered to Ben Johnson, who took it eventually won an Academy Award for it.
This film was one of the first to use already popular recordings by original artists to score a film. Featured here are songs by Frankie Laine, Hank Williams, Jo Stafford and others.