It was during the making of this film that Shirley MacLaine found herself welcomed into what would later be called the "Rat Pack" fraternity that included Frank Sinatra and Dean Martin, her co-stars in this film. MacLaine says the group known as the "Rat Pack" was actually called "The Clan" by the members while "Rat Pack" was a term given in the 1950s to Humphrey Bogart and his pals.
Vincente Minnelli and Frank Sinatra clashed famously during the filming of the climactic carnival scene. Minnelli took too much time setting up a shot with a Ferris wheel and then decided to move the giant wheel, instead of moving the camera, to get the effect he wanted. Then, according to Shirley MacLaine, "Frank bolted toward his limo, dove into it headfirst, and ordered the driver to the airport. He went back to Los Angeles, and Dean went with him." Minnelli defended his actions in his autobiography: "Folklore suggests that the Ferris wheel had to be moved three inches to satisfy my esoteric tastes. The reason for the move was somewhat more practical. The camera wouldn't pick it up in the long shots unless it was moved six feet. It was important that the Ferris wheel be seen from all angles, since it was the focal point of the scene."
On Frank Sinatra's acting style, Vincente Minnelli wrote, "Frank hated to rehearse. Prior to shooting each scene, I would work with other members of the cast until the last moment. Frank would then be called in, we'd go over the scene once again, and shoot. He gave me everything I wanted."
Shirley MacLaine thought that Dean Martin turned in his best ever performance, because "he was a lot like Bama, a loner with his own code of ethics who would never compromise, so maybe it wasn't really a performance."
Vincente Minnelli related how he gave Frank Sinatra and Dean Martin advice on approaching their characters: "I think you should approach each other--as if you were two matrons being introduced at a party in Beverly Hills. Both of you used to be hookers, but you're now married to producers and are totally respectable. But when you look at each other, you know, you both know."
The entire cast and crew traveled to Madison, Indiana, for the majority of filming but after the town's initial excitement over Frank Sinatra's arrival, an antagonistic relationship developed between the star and the townspeople after the press reported some disparaging comments from Sinatra about their city. As Vincente Minnelli observed, "The people of Madison . . . weren't aware of what they had in their midst. They thought Frank and his friends were just plain movie stars, to be ogled and fondled. But Frank chooses the subjects of his familiarity--they don't choose him. The fireworks were inevitable." Shirley MacLaine recalled, "The people of Madison surrounded the house [where the cast was staying] night and day, sometimes four abreast, hoping and waiting to see these male movie idols. We had to keep the curtains drawn for privacy and that soon started to wear on all of us. It was like living in a tomb! It became a surreal experience as women would break through the police barricade, enter the house and target Frank and Dean, ripping at their clothes."
In her autobiography, Shirley MacLaine described how the actors and director got along during the close-quarters shooting in Madison. "I was comfortable and friendly being around the guys in the group," she said, "because I was perceived by most of them as a mascot. I was the only woman they allowed in the house . . . I was a pal, maybe even one of the boys."
The film's title is taken from the Gospel of St. Mark (Chapter 10:17), which author James Jones used as an epigraph before the beginning of the novel. It reads: "And when he was gone forth into the way, there came one running, and kneeled to him, and asked him, Good Master, what shall I do that I may inherit eternal life?" Jones also used the image of running to begin the novel's prologue, as Dave Hirsh remembers German soldiers attacking during the Battle of the Bulge; "They came running through the fog across the snow, lumbering, the long rifles held up awkwardly high . . . "
In the first poker scene, as Frank Sinatra's character is dealing cards to Dean Martin's character, Frank says, "Well, ain't that a kick in the head." Two years later Martin would record a song with that as the title, with lyrics written by Sammy Cahn, who also wrote, with Jimmy Van Heusen, the song "To Love and Be Loved" which is in the film's soundtrack and was nominated for an Oscar for best song.
Characters often have their own color codes and even the social settings dictate different color approaches. Carefully chosen colors are used as exclamation points in certain scenes. Vincente Minnelli alluded to this consideration when he noted, "Even after we'd started filming, I'd roam the streets of Madison. I came across a red brick building with a neon sign, set off the street, and immediately cast it as the house Bama would be living in."
The Oscar-nominated original song "To Love and Be Loved" by Jimmy Van Heusen and Sammy Cahn is performed off-screen by an uncredited male vocal trio and jazz combo during the Terre Haute nightclub scenes when Dave buys the pillow for Ginny. Frank Sinatra released his own version as a Capitol Records single on 1 December 1958 before the film's Los Angeles premier on 18 December.
The trivia item below may give away important plot points.
Originally, Ginny was not supposed to jump in front of the bullet. Frank Sinatra made the comment, "Let the kid take the bullet; maybe she'll get an Oscar." The script was changed, and Shirley MacLaine received her first Oscar nomination.