Walter Hill, who replaced Geoffrey Wright as director, only had two months to prepare and re-write the script before principle photography was planned, as the studio wanted filming done before an imminent Screen Actors Guild strike was to start later that year (it was later averted). However, Hill clashed over his script with the studio, who cut the budget halfway through shooting. Furthermore, due to special effects house Digital Domain considering a partnership with MGM, production was supposed to get a discount on the special effects, but when that deal fell through, they had to pay for "the full spa treatment", and about half of the planned shots had to be scrapped. Hill also disagreed with MGN on their decision to screen his first cut without many of the effects shots for a test audience (which, as he predicted, was a disaster), and their refusal to allow for additional filming (which had to be done anyway after Hill walked out). In an interview years after the release, Hill said that his version was much darker, had a very different setup and that the ending was much different from the final cut. He also expressed strong dislike for the way the studio ruined the movie but said that James Spader did a great job with his role.
Four different endings were filmed.
This was the first post-Alan Smithee film. For many years, directors who for whatever reason wished not to be credited for a movie and disassociate themselves from it would have their name replaced with the fake "Alan Smithee." After the film An Alan Smithee Film: Burn Hollywood Burn (1997), the name was too well known, and so the Directors Guild of America replace the name "Alan Smithee" with the name "Thomas Lee."
Geoffrey Wright, who was originally hired as director, walked away from the project two months before principal photography due to "creative differences." Apparently, he had an idea about shooting the entire movie in zero gravity, but MGM disagreed. Vincent D'Onofrio was originally cast as a computer tech, but when Wright was fired, D'Onofrio walked out as well, and James Spader was cast in the lead. Jack Sholder (of A Nightmare on Elm Street 2: Freddy's Revenge (1985)) was then briefly considered as director, but MGM head Frank Mancuso preferred Walter Hill on Spader's advice, as Hill had written and produced three movies in the Alien (1979) series. Hill accepted, as he was keen on working with Spader and felt that the problems in the script were "fixable". Ironically, Hill later walked out of the movie as well, and was replaced by Sholder.