The script was completed in 1970, but contained too much profanity to be shot as written. Columbia Pictures waited for two years trying to get writer Robert Towne to tone down the language. Instead, by 1972, the standards for foul language relaxed so much that all the profanity was left in.
John Travolta was strongly in the running to play Meadows, only losing to Randy Quaid at the last minute.
After being cast to play Buddusky, Jack Nicholson wished for his old friend Rupert Crosse to be cast as Mulhall, but Crosse was terminally ill and could no longer work.
Jack Nicholson turned down the role of Johnny Hooker in The Sting (1973) (ultimately played by Robert Redford), to appear in this film, which was written by his good friend Robert Towne. Nicholson thought that The Sting was too commercial. Both he and Redford were nominated as Best Actor of 1973 at the Academy Awards, losing out to 'Jack Lemmon' in Save the Tiger (1973).
Cinematographer Michael Chapman plays a "taxi driver" in this film, his first as a full-fledged Director of Photography. Ironically, Chapman would later become the cinematographer for the movie Taxi Driver (1976).