The supporting cast features Ned Beatty, Carol Grace, Rosee Arrick, and noted acting teacher Sanford Meisner.

The production ran over its schedule and budget, leading to tensions between May and Paramount Pictures, who revoked her final cut privilege.

[2] Holed up in a low-budget hotel room, Nicky (John Cassavetes) phones his longtime friend Mikey (Peter Falk).

At the hotel, Nicky tells Mikey that there is a contract for his life because he stole money from his boss, a mobster named Dave Resnick (Sanford Meisner).

Principal photography (which took place at night) began in Philadelphia in May 1973, lasting through August, and continued in Los Angeles from January to March 1974.

[5] When Paramount assumed control over Mikey and Nicky, May, who had unsuccessfully sued the studio once before to have her name removed from A New Leaf after being unhappy with their cut, hid two important reels of footage in her husband's friend's garage in Connecticut.

Although Paramount traced the reels to the garage, the company had no legal jurisdiction to search a house outside of the state of New York.

[7] In 1978, Julian Schlossberg, who had previously worked in acquisitions for Paramount before starting his own company, Castle Hill Productions, purchased the rights from the studio with May and Falk.

A new version of the film, approved by May, was shown at the Museum of Modern Art in New York City for the Directors Guild of America Fiftieth Anniversary Tribute on November 17, 1986.

[9] According to Metacritic, which assigned a weighted average score of 81 out of 100 based on 15 critics, the film received "universal acclaim".

"[12] Dave Kehr of the Chicago Reader wrote: "May allows the improvisational rhythms of her actors to establish the surface realism of the film, but beneath the surface lies a tight, poetically stylized screenplay that leads the two characters, as they pass a fearful, frenzied night together, back over the range of their lives, from infancy to adulthood.

"[13] A retrospective review from Richard Brody for The New Yorker stated: "This hard-nosed masterpiece, from 1976, was written and directed by the doyenne of loopy comedy, Elaine May, who borrowed the scarily intense and spontaneous performance style of Cassavetes’s films to expose the cruelty of their male bravado—the ugliness of what his men do to women and what his women take from men.

The wild emotional swings render the inevitable conclusion all the more shattering, as the film lays bare the price of friendship and the gall of betrayal.

"[14] Vincent Canby of The New York Times found much to criticize: "It's a melodrama about male friendship told in such insistently claustrophobic detail that to watch it is to risk an artificially induced anxiety attack.