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Sydney Pollack shot some of the frightening derby sequences himself, donning a pair of roller skates to get right in the action with the frantically heel/toe-ing actors.

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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.

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Warren Beatty and Robert Redford were considered for the role of Robert Syverton.

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Two of the couples are sponsored by Winkler's Travel Agency and Sills Collection Agency. Irwin Winkler and Theodore B. Sills are among the producers of the film.