Originally, director John Dahl wanted Dennis Hopper to play Wayne Brown, but he insisted on playing Lyle from Dallas. Hopper eventually convinced the producers who were thrilled with the result.
Nicolas Cage largely took the part due to the recommendation of his uncle, Francis Ford Coppola who is an outspoken fan of John Dahl's first film, Kill Me Again (1989).
Nicolas Cage really wanted to do this movie but Director John Dahl and his brother, Rick wanted to start shooting in September of 1991 and Cage would be available later that December. Dahl accommodated and reworked the shooting schedule for Cage to be in the film.
Dwight Yoakam brought his own pistol for his role as the Truck Driver. His hit single, A Thousand Miles From Nowhere, is used during the film's closing credits - the version used is a studio demo recording unlike the one from his This Time album.
John Dahl named Dennis Hopper's character "Lyle from Dallas" after the director's first guitar, a Lyle guitar.