Screenwriter James Poe planned to make his directing debut with this film, seeing it as a low-budget movie without stars. He had planned to use Shirley Knight as Gloria, Lionel Stander as Rocky, Allen Jenkins as Sailor and his own wife Barbara Steele in another role. The deal fell through, the film became much more expensive, Poe's script was rewritten (and, he claimed, softened) and stars were cast in the leading roles - some of them former clients of ex-agent Martin Baum, who was involved in producing the film.
Jane Fonda was the odds-on favorite to win the Best Actress Oscar for her performance in this film, so it came as a surprise when she lost to Maggie Smith for The Prime of Miss Jean Brodie (1969). It was speculated that Fonda's arrest on Fort Hood military reservation as well as rumors of drug use and adultery recently prior thereto had cost her the award.