Director Richard Benjamin offered Peter O'Toole the role of Alan Swann the day that O'Toole was nominated for an Academy Award for The Stunt Man (1980). When executive producer Mel Brooks found out about the timing of the offer, he yelled at Benjamin, "Well, that was brilliant. Do you have any idea how much money that cost us?"
The lovely gray-haired woman Peter O'Toole dances with in night club is 1930s leading lady Gloria Stuart who, 15 years after this film, was Oscar nominated as "Old Rose" in James Cameron's international box office smash Titanic (1997).
The character of Benjamin Stone was based on Mel Brooks, while Alan Swann was based on Errol Flynn. Also, one of the lines Swann uses was based on something said by Flynn's good friend, John Barrymore, an actor who also had a drinking problem.
Peter O'Toole talked the producers into paying for a fencing instructor to get him in shape for the fight sequence. He took the lessons for two hours a day at New York's Essex House Hotel.
The part of Lil, the wardrobe lady, was played by Selma Diamond. She, herself, was a writer for Your Show of Shows (1950), the television program on which the film was based.