The script was completed in 1970, but contained too much profanity to be shot as written. Columbia Pictures waited for two years trying to get writer Robert Towne to tone down the language. Instead, by 1972, the standards for foul language relaxed so much that all the profanity was left in.
Jack Nicholson turned down the role of Johnny Hooker in The Sting (1973) (ultimately played by Robert Redford), to appear in this film, which was written by his good friend Robert Towne. Nicholson thought that The Sting was too commercial. Both he and Redford were nominated as Best Actor of 1973 at the Academy Awards, losing out to 'Jack Lemmon' in Save the Tiger (1973).
Cinematographer Michael Chapman plays a "taxi driver" in this film, his first as a full-fledged Director of Photography. Ironically, Chapman would later become the cinematographer for the movie Taxi Driver (1976).
Jack Nicholson as SM1 Buddusky says "Marines are really assholes, you know that? It takes a certain kind of sadistic temperament to be a Marine." In the 1992 film A Few Good Men, Nicholson portrays Col. Nathan R. Jessup, USMC.
Screenwriter Robert Towne stated that the main reason the film had so much profanity was his view that "this is how people talk when they're powerless--they bitch", since Buddufsky and Mulvall don't agree with Meadows' jail sentence but have no legal ways to help him (and aren't going to let him escape and bring wrath upon themselves). Towne also tied the film into the then-ongoing Vietnam War, saying that "everyone hides behind a title in the military, whether you're killing at My Lai, or taking a kid to jail."
The US Navy would not allow director Hal Ashby to film on their bases in Norfolk so on-base scenes were filmed in Canada. Twice in the movie, the base in Norfolk is referred to as "Shit City." The scene where the sailors are leaving Norfolk was shot at the Greyhound bus station at the corner of Granby St. and Brambleton Ave. in downtown Norfolk. The gray Navy vehicle turns left off Granby and drops the sailors off at the rear entrance to the station. The bus station and the storefronts along Granby look remarkably the same over 40 years later.