Filming started without a finished script, which meant constant rewrites. In an interview years later, Natalie Wood recalled that the actors would sometimes make up dialog on the spot because the scripted dialog was often unusable.
Natalie Wood had to perform a scene standing in a steel water tank for cattle. She was so afraid of dark water that costar Robert Blake had to dive under the water, hold his breath and steady her legs so she could perform the scene.
This film is set in the early Depression era The wall calendar in the local railroad office shows the date as "Friday 14 August" but does not reveal the year. That particular date combination occurred in both 1931 and 1936. Williams' original story, the automobiles in the film, and many other aspects suggest 1931. However, the characters see "One Way Passage," which was released in 1932.
When Wood informed Redford that she was in talks with several interrsting directors, Redford requested his friend Sydney Pollack. Wood didn't know who he was but after an interview, Pollack got the job.