Loosely based on the life of Henry Hill, the same man who was the basis of Goodfellas (1990), after he went into witness protection program. The films' respective writers, Nicholas Pileggi and Nora Ephron, are husband and wife.
Originally, Steve Martin was cast to play Barney Coopersmith, with Arnold Schwarzenegger playing the role of Vinnie Antonelli. However, Schwarzenegger was soon thereafter offered the role of Det. John Kimble in Kindergarten Cop (1990), and left the production. Failing to find another suitable "Vinnie" for Martin's Coopersmith, Martin offered to take on the role of Vinnie himself. Producers agreed, and then cast Rick Moranis as Coopersmith, who had originally been considered for the role, but was unavailable until then.