The film was a "quasi-autobiographical piece," derived from Sarafian's memories of his early days in New York City. Sarafian had been working on the screenplay for years with his wife Joan Altman. It was financed for $300,000 by Universal Pictures under its short-lived "New Horizons" program for up-and-coming filmmakers.[3]
Sarafian's brother-in-law Robert Altman wanted the rights to the film, which he planned to direct with Dan Blocker in the lead role. Sarafian refused, which led to a permanent split between the two men.[3]