 Mark Rydell (qv) was the first director attached to this film,  with Barbra Streisand (qv) interested in playing Claudia. However,  Rydell cast the younger Debra Winger (qv) instead. Then Streisand  came back after Winger pulled out. Then Rydell left the project, and  Streisand hired Martin Ritt (I) (qv). Streisand says she was  genuinely frightened of Leslie Nielsen (qv), who managed to  convince her he was dangerous. She says she wishes she had "fought  back" more in their dramatic sequence together, but that he really  did scare her.