Producer Samuel Z. Arkoff hoped the film, which had been rejected by every studio over concerns with Vincente Minnelli's age and health, would raise the profile of AIP, known primarily for cheap biker, bikini and horror movies.
Anxious to get the film made, Minnelli signed a contract that did not give him a say in the final cut. His cut of three hours was halved by Jack Haley Jr, then Liza's husband. Martin Scorsese took out adverts in the trade papers denouncing AIP's treatment of a film legend, and the two directors became friends, with Vincente given an open invitation to watch his daughter film "New York, New York" on his old sound stages at MGM.
Filming was beset by a variety of problems and the scheduled fourteen weeks went up to twenty. The winter shoot meant that the stages had to be heated by portable oil burners that caused severe headaches, there were labour strikes, and problems with the processing laboratories all caused further delays. Minnelli was also working with an unfamiliar, foreign crew and his spoken Italian was inadequately basic.
Valentina Cortese was considered for the role of the Contessa, but was not thought well-enough known internationally. Ironically, Bergman had said that Cortese should have won the Best Supporting Actress Academy Award the previous year instead of her.
In 1965, Vivien Leigh had starred in Paul Osborn's stage adaptation of the novel directed by Robert Helpmann. Called 'La Contessa', it toured Newcastle, Liverpool and Manchester, but poor reviews meant it closed before reaching London as intended.
The shoot in Italy came at the height of a series of high-profile kidnappings and several threats were made against Liza Minnelli. She kept this information from her father and simply increased her personal security team.