Henry Fonda, James Mason, Laurence Olivier, James Stewart and Robert Mitchum were all considered to play the lead role of Lou. Fonda was rejected due to ill-health and its associated insurance risk. Reportedly, when the producers saw that Mitchum had had a face-lift recently, they lost interest. Mitchum had said to them: "I just had my face lifted, and I only play under 45 now.". Director Louis Malle once commented on Burt Lancaster's reaction to the lead role: "Burt had read the screenplay and the first thing that he said was, 'A part like that, especially at my age, happens every ten years, if you're lucky.' He knew it was a great part and I really appreciated that he understood that right away.".
In the opening shot Chrissie, Sally's sister, gets excited when she sees a large model elephant. The elephant called "Lucy" was a tourist attraction, built in 1881, to lure prospective land buyers to Margate (originally called South Atlantic City), a small town south of Atlantic City. She was left to deteriorate over the years and on the brink of demolition when the people of Margate raised the money to have her restored in 1971. Today "Lucy" still stands in Margate as a landmark and is on the National Register of Historic Places.
In his conversation with Buddy, the reminiscent bathroom attendant, Lou mentions an incident that involved Nucky Johnson. Johnson was one of the most powerful New Jersey Republican's and a racketeer with the mob who ran Atlantic City from 1910-1941 before being jailed in 1941 for income tax evasion for which he served four years in prison.
A French-Canadian production company gave director Louis Malle money to make a film under the stipulation that he use the money within an allotted period of time or he'd have to give it back. With time running out and not entirely happy with the one script that stood out from the ones he took under consideration, Malle's then-girlfriend Susan Sarandon introduced him to a good friend of hers, John Guare, a playwright ("House of Blue Leaves", "Six Degrees of Separation", and "Four Baboons Adoring the Sun" among others). Over dinner, Malle and Sarandon (who was attached to star) discussed the problems they had with the script and offered suggestions as to how Guare could possibly fix it so they could beat the pending deadline and start filming. Guare quickly reworked the script (it was his idea to set the film in Atlantic City) and filming got underway within a few months of the trio's initial meeting.
Co-star Susan Sarandon and director Louis Malle had a personal relationship prior to and around the time that this movie was developed, made and released. The film was the second of two pictures the two made together, the other film being Pretty Baby (1978).
The stunning footage of the Traymore Hotel being demolished on the Atlantic City Boardwalk seen at the start of the film was actually about eight years old as the building was knocked-down in 1972. Most of Atlantic City's old resorts, hotels and entertainment piers were still standing when this film was made and can be seen in the picture. Many of them however were run-down and in disrepair. Within a couple of years of this film being made and released, many of them were demolished to make way for new casinos. The earlier movie The King of Marvin Gardens (1972) was also shot in Atlantic City and similarly showed the city prior to the place's massive casino re-development. When Atlantic City (1980) was shot, there were only two operating casinos in Atlantic City, Caesars and Resorts, with Bally's Park Place only opening just at the end of principal photography.
Actress Ginger Rogers was offered the role of Grace but turned it down, the part in the end being played by Kate Reid. Reportedly, Rogers replied with a note saying: "How dare you! At this stage in my career, that I'm going to end up in this filth!".
The film's financing on a very limited budget was achieved by way of a Canadian tax shelter law called the Capital Cost Allowance (CCA) which provided a 100 percent tax write-off for Canadian films. The film's financiers had a requirement and stipulated that the picture must be shot prior to end of the 1979 year.
The production shoot for this picture went for about two months, it was predominantly shot between the end of October and the end of December 1979. Some additional photography of inserts, location and pick-up shots, and exteriors were filmed during the very start of January 1980.
This film's director Louis Malle said of this film in the book "Malle on Malle": "We had a tight budget, but we could do it, because I had a smaller, faster crew. We shot in Atlantic City for about five weeks and the studio shooting took place in Montreal. The crew was part Canadian, part American, part French - all enthusiastic and very good....I improvised more than I usually do, but it had to do with the material and the fact that we were constantly adjusting to what was going on in Atlantic City. For instance, we found out that they were going to pull down a particular building and we decided to move a scene so that we could have the building being demolished in the background. And there is the scene where the husband of the Susan Sarandon character is murdered on top of this bizarre parking place with elevators - an absurd structure I have never seen anywhere else. It was so inconvenient, but it was typical of the place."
For playing the central role of Lou, lead actor Burt Lancaster received his fourth and final Academy award nomination for acting for this movie. All four were for Best Actor. Lancaster did not win an Oscar for this film but he did previously win for Elmer Gantry (1960).
The gigantic elephant structure with atop balcony viewing seen at the beginning of the picture is called "Lucy". It was built in 1881 for Margate, then known as South Atlantic City, as an attraction for both tourist and potential property buyers. "Lucy" was deteriorating and could have almost been demolished around the early 1970s until she was saved by the town's residents and is listed on the National Register of Historic Places.
Lou mentions thousand dollar bills. The Federal Reserve began removing these and other high-denomination bills from circulation in 1969. They are now worth far more than their face value because of their rarity..
The scene at the bus terminal was at the actual Atlantic City Bus Terminal (the old rail terminal which has since been demolished). The bus that Burt Lancaster boards - 720B, in service with Transport of New Jersey (predecessor to NJ Transit) at the time - is now in the collection of the New Jersey Transportation Heritage Center. Also of note, the driver is wearing an authentic "TNJ" logo patch on his jacket and in the background are several buses from Lincoln Transit, which competed with TNJ on routes from New York to South Jersey.
One of the movie's filming locations was Atlantic City in New Jersey, USA. Actress Susan Sarandon would about a couple of years later co-star in another film, Paul Mazursky's Tempest (1982), which would also shoot there.