 Ellen Burstyn (qv) was originally considered for the role of  Genevieve, but after meeting with Bogdonavich and reading for all  three of the older women characters, he asked her to play Ruth  Popper. Burstyn, however, preferred the role of Lois, and  Bogdonavich told her to go home, think about whatever part she  wanted to play, and call him the next day. She called him the next  morning, telling him she still wanted to play Lois, and he agreed.