 Upon selecting the town of Arlen, Texas, as a filming location,  production designer Polly Platt (qv) and director  Peter Bogdanovich (qv) decided that the town should have a bleak,  colorless look about it. After considering several options, such as  painting all the buildings gray, Platt and Bogdanovich consulted  close friend Orson Welles (qv) about the viability of shooting the  film in black and white. Welles simply said, "Of COURSE youll shoot  it in black and white!"