Director Kaufman first came into contact with Miller's works in the '50s while at the University of Chicago. He recalled that [i]Tropic of Cancer[/i] (mentioned in the film as the book Henry is in the process of writing) "was the ultimate secret book everybody was reading".
The movie was shot in 15 weeks in the autumn of 1989.
This movie precipitated the creation of the NC-17 MPAA rating, which it earned in place of an "X". The two to three second shot of Anais looking at an explicit illustrated postcard involving a Japanese woman and a squid, less than three minutes into the opening credits of the film, was the cause of the NC-17 rating.