 David S. Ward (qv) got the idea for this movie when he was working  on the script for _Steelyard Blues (1973)_ (qv), which includes a  pickpocketing scene. Researching this, Ward found himself reading  about con artists. Ward had shown the other screenplay to  Tony Bill (qv), so he now gave him an outline of this story. Bill  liked it immediately and brought in Julia Phillips (I) (qv) and  Michael Phillips (II) (qv); the three then produced both films.  Ward wrote the script with Robert Redford (I) (qv) in mind as  Hooker, but Redford initially turned the part down. Even after  changing his mind, he didnt expect the movie to be a hit.  Robert Shaw (I) (qv) got the part of Lonnegan only after  Richard Boone (I) (qv) and another actor had declined it.  George Roy Hill (qv) saw the screenplay by accident and asked for  the directors job. He routinely showed his projects to  Paul Newman (I) (qv), and Newman was pleased to join this one.  Hill wanted to film the picture on location, but  Henry Bumstead (qv) was adamant that it would be much too hard to  get the period appearance right; for example, things like lane  markings on the streets. In the end, the only location shooting was  a few days worth in Chicago and Los Angeles; most of the exteriors  were filmed on Universals back lot.