- The actor that originally had to play the man that rings at the rich man's door did not show up, so Terrence Malick played it himself, although the intention was to use this part only temporarily.
- The 'Bandlands' plot and lead characters of Kit and Holly are based on Charles Starkweather and Caril Fugate, who in 1958 embarked on a murder spree that horrified the country.
- Although Charlie Starkweather had been executed when the movie came up for production, Caril Fugate was still alive and facing parole, prompting the filmmakers to change the names of the principal characters to avoid a lawsuit.
- Sissy Spacek met her future husband, Jack Fisk, on this film.
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