According to Gordon T. Dawson, principal photography was marked with an overwhelming sense of melancholy and defeat, perhaps engendered by Sam Peckinpah's use of cocaine (introduced to him by Oates). The screenwriter (a veteran of several Peckinpah films) was so unnerved by the shift in Peckinpah's mental state and mercurial behavior that he resolved never to work with him again.
Warren Oates copied Sam Peckinpah to play his part, right down to borrowing a pair of sunglasses from the director.
The only movie directed by Sam Peckinpah that he had final cut on - all the others were re-cut by the studios.
James Coburn was offered the role of Bennie. He turned down because he disliked the script, even questioning why Sam Peckinpah would even make the film.