- Shot almost entirely at "magic hour," the hours between day and night early in the morning and late in the evening. Terrence Malick wanted to have a white sky and no sight of the sun.
- Comedian Redd Foxx received special mention in the closing credits, for the use of one of his jokes in this exchange between Bill (Richard Gere) and Linda (Linda Manz): "I saved your life today." "How?" "I killed a shit-eating dog."
- After filming for a short time, Terrence Malick threw out the script altogether and filmed for a close to a year allowing the actors to "find the story" for the film as they went along.
- John Travolta, Al Pacino and Dustin Hoffman turned down the role of Bill.
- Cinematographer Nestor Almendros was going blind during production. Before each shot, he would have his assistant take a picture with a Polaroid camera and then would view under a high-powered magnify glass.
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