stars Audrey Hepburn and Ben Gazzara.  According to director Bogdanovich, Hepburn and Gazzara had fallen in  love on the "Bloodline" set, but Gazzara had subsquently fallen in  love with Elke Krivat, who became his third wife. The tensions  between Hepburn and Gazzara and Gazzaras depression over the  immanent divorce from his second wife made it "difficult at times"  on the set.