He attached Frank Yablans who unsuccessfully tried to set up the film at 20th Century Fox.

Warren Beatty bought the script on the strength of Toback's debut feature as director, Fingers.

[3] At Paramount, Beatty got the film critic Pauline Kael to work on the project.

Kael was an admirer of Toback's and Beatty's and had recently left film criticism to work in Hollywood.

"But she decided she didn't want to ossify herself on one project for a year... Saying Pauline did a masterful job of alienating everyone is totally crazy.

[3] Toback made the film with Ray Sharkey, whom he later called "the wrong actor".