Peter Bogdanovich wound up making Paper Moon, despite his initial resistance, mainly because his estranged wife, Polly Platt, felt he was ideally suited to the material, both on a pictorial and narrative level. It was also Platt who suggested pairing Tatum O'Neal with father Ryan O'Neal. Bogdanovich wanted Platt to serve as the film's production designer, but she refused at first, because of her husband's open affair with Hollywood starlet Cybil Shepherd, whom he directed in The Last Picture Show (1971). Platt acquiesced on the condition that Shepherd not be allowed to visit the Paper Moon set.

Some Hollywood insiders suspected that Tatum O'Neal's performance in Paper Moon was "manufactured" by Peter Bogdanovich. It was revealed that the director had gone to great lengths, sometimes requiring as many as fifty takes of some of her scenes, in order to capture the "effortless" natural quality for which Tatum was critically praised. Either way, Bogdanovich maintained later that working with the young actress was "one of the most miserable experiences" of his life.

In a May 20, 1973, article in the New York Times, Ryan O'Neal spoke at length about his professional and personal relationship with daughter Tatum on Paper Moon: "I wouldn't have done the picture without (Tatum). The whole concept was such an interesting connection for Tatum and me. No father and daughter can connect with the intensity of a movie, and in a way, the story is a parallel of our lives." Ryan also reassured readers that Tatum would not become addicted to cigarettes, despite having smoked them in numerous scenes. Reportedly, they made her extremely nauseous.

Ryan O'Neal and director Peter Bogdanovich had plans after Paper Moon to film a project based on a Joseph Conrad novel, but it did not pan out. They also had plans to team up for a Cole Porter musical, co-starring Cybil Shepherd, which did get produced as At Long Last Love (1975), but with Burt Reynolds in the role intended for O'Neal. Said O'Neal in a 1973 article, "I'd do anything for Peter. He thinks I'm funny. He likes to play with me, to mold me. He knows he can do anything with me. I trust him totally, with my life and my daughter's life."

The actress playing Imogene was a 15-year-old Houston, Texas schoolgirl named P.J. Johnson. Before becoming something of a local movie celebrity in Houston following the film's release, Johnson had gone to Dallas and auditioned for director Peter Bogdanovich. The director told Johnson she got the part because she said he was handsome.

By Scott McGee