Woody Allen's first cut was deemed to be decidedly unfunny, including his death scene in a slow-mo hail of bullets, like Bonnie and Clyde (1967). Producers Jack Rollins and Charles H. Joffe convinced him to sit with top editor Ralph Rosenblum to see what could be salvaged. The first thing Rosenblum did was cut out the gory ending, then he restructured the film completely, and generally tightened up Allen's loose narrative. This effort transformed the finished film into a comedy classic. Rosenblum subsequently became Allen's editor of choice on most of his next films, including Bananas (1971), Sleeper (1973), Love and Death (1975) and Annie Hall (1977).
One hundred San Quentin prisoners were paid a small fee to work on the film during the prison sequences. The regular cast and crew were stamped each day with a special ink that glowed under ultra-violet light so the guards could tell who was allowed to leave the prison grounds at the end of the day.
Virgil's inept attempt to escape prison by carving a gun out of soap and turning it black with shoe polish is loosely based on real life bank robber John Dillinger's famous escape from the Crown Point, Indiana jail using a wooden gun blackened with shoe polish. In an interesting parallel, in the film Dillinger (1973) directed by John Milius and starring Warren Oates as John Dillinger, he is shown using a bar of soap instead of a piece of wood.
The "Spring Street Settlement House Marching Band," with which Woody Allen attempts to play cello in an early scene, was really the marching band of Tamalpais High School in Mill Valley, California, just north of San Francisco. The band had received an invitation to perform at Disneyland in a festival of high-school bands and the fee they received from the film helped to pay for their trip.
Woody Allen initially filmed a downbeat ending in which he was shot to death, courtesy of special effects from A.D. Flowers. Allen's editor, Ralph Rosenblum (whose first work with Allen this was), convinced him to go for a lighter ending.
Woody Allen later said he was not nervous about his first day but was so excited about shooting on location in San Quentin prison that he cut his nose shaving that morning. The mishap can be seen in the prison scene in the movie. He and his team found the inmates there to be very friendly and cooperative. The prison authorities also eagerly welcomed the production but issued a warning: cast and crew were always to be accompanied by guards and if taken hostage, the gates would not be opened to secure their release.
This was the first movie that Woody Allen directed. His initial lack of either confidence or track record prompted him to initially ask Jerry Lewis to direct the movie, but Lewis was busy with his own work.
Filmed for 10 weeks in the San Francisco area. Woody Allen joked that it was a better place to spend the summer than Cleveland but, in reality, he knew that the city was compact enough to allow him and his crew to complete 87 moves in 50 days. His film crew knew that such a daunting schedule was more suited to the TV industry, where working till 10 or 11 at night was commonplace. But Allen completed the film without once working late, and several times he wrapped for the day at 4 o'clock.
Ralph Rosenblum had Woody Allen write new pieces of narration and voiceover to help bridge the disparate pieces. Allen displayed a virtuosic ability to go into a corner and whip out new pages in no time that fit perfectly with Rosenblum's suggestions.
Fouad Said, the film's original cinematographer, who was replaced a few weeks into production, had recently invented the Cinemobile for I Spy (1965), a vehicle that facilitates the transport of equipment on location shoots. Using this device, Allen was able to shoot as many as six locations per day, three times the usual for a Hollywood film unit at that time. As a result, he brought the picture in nearly a half million dollars under budget and a week ahead of schedule.
The contract Woody Allen had with Palomar Pictures gave him carte blanche to do what he wanted with this film, including final cut, setting the precedent for how he works to this day. "They never bothered me," he said. "It was a very pleasant experience. And from that day on I never had any problems in the cinema from the point of view of interference in any way."
Woody Allen shot countless takes and printed most of them because in his inexperience he assumed a good director must do many takes and protect himself with coverage from all angles. He continued the practice on his first few movies but then gained the confidence to do what felt more right to him - long takes, with little or no coverage and very few retakes.
One of the first things Ralph Rosenblum did was to ask to see all the material that had been cut out. He found that Woody Allen had removed many of his funniest bits. He also rearranged the film. Since it was so loosely structured anyway, with many scattershot visual one-liners, he was free to use the documentary style to change the order and pace of the film to better effect. He split the interviews with Virgil's parents into several segments that he could go back to in order to have something to cut away to, a bridge between other sequences.
Ralph Rosenblum found that Woody Allen had put gloomy music behind some of the scenes to emphasize his character's sad life. Rosenblum substituted new, upbeat music-a Eubie Blake ragtime piece here, a bossa nova there - to show Allen the improvement, and offered the advice to always cut with music, even before scoring was done. This aspect of the picture was also helped tremendously by composer Marvin Hamlisch, a former rehearsal pianist new to the business who amazed everyone with his ability to take suggestions and compose just the right piece of music in virtually any style in an astonishingly short period of time.
Despite their satisfaction with Marvin Hamlisch's work, everyone was driven slightly crazy by his personality. He would call constantly, obsessive and nervous, wanting to discuss the score, begging people to hear what he had immediately written. Sometimes he even insisted they listen over the phone, questioning what instruments they preferred to hear playing, asking for scenes to be extended to accommodate the motifs he had created. Hamlisch's melodramatic nature increased when he was around the calm and not very talkative Woody Allen. At a recording session for the main title sequence, an original ballad with which Hamlisch was particularly pleased, Allen listened impassively, shrugged, and asked, "What was that?" The composer was so devastated that when Allen left the room, he lay down on the floor of the studio and wept.
Most of Woody Allen's production team was chosen for him, but he did pick the costume designer, cinematographer and art director. A few weeks into production, however, he encountered problems with his choices and fired both the costumer and cinematographer.
As a neophyte director, Woody Allen admitted he sought very little help from more experienced filmmakers. "It never occurred to me for a second that I wouldn't know what to do," he said, and let the vision of the film in his head guide how to do it. He did have lunch with Arthur Penn who imparted some technical information (such as the process of colour correcting shots) and some logistical details, but otherwise, he just dove in.
Ralph Rosenblum found Woody Allen to be reserved, despondent about the problems with his film, but not at all arrogant or demanding. He admitted to not knowing what he was doing and followed Rosenblum's suggestions.
To test initial audience reactions, Woody Allen screened the rough cut for soldiers recruited from a USO club. Although he learned later from more seasoned directors that they always explain gaps, changes, and areas for future work in a rough-cut screening, at the time he just ran the film as is without comment. The young men at each of the screenings sat stone-faced all the way through. The worried producers turned for help to editor Ralph Rosenblum, who had cut The Producers (1967).
San Francisco was chosen for location work after it was decided that using the first choices, either New York or Florida, would add $500,000 to the budget. The city had to double for locations as widespread as New Jersey, Ohio, Baltimore and Georgia.
Janet Margolin loved working on the film and got along well with Woody Allen. She was delighted to be playing her first comic role and found it to be her best experience in front of the camera since her debut in David and Lisa (1962).