Faye Dunaway had proved to be difficult and many actresses had been considered for the role, including Jane Fonda, Tuesday Weld, Ann-Margret, Carol Lynley, Leslie Caron, and Natalie Wood. Penn loved Dunaway and managed to convince actor and producer, Warren Beatty, who played Clyde Barrow in the film, that she was right for the part. Besides her relative anonymity, Beatty's concern was her "extraordinary bone structure", which he thought might be inappropriate for Bonnie Parker, a local girl trying to look innocent while she held up smalltown Texas banks. However, he changed his mind after seeing some photographs of Dunaway taken by
Faye Dunaway famed for a scene where Dunaway and McQueen play a chess game and silently engage in heavy seduction of each other across the board. Following the completion of "The Thomas Crown Affair", Dunaway began filming Vittorio de Sica's romantic drama, "A Place for Lovers" (1968), with Marcello Mastroianni, in which she played a terminally ill American fashion designer in Venice who has a whirlwind affair with a race car driver. Although Dunaway had always wanted to avoid romances with her co-stars, she began a love affair with Mastroianni that lasted for two years. The film was an artistic disappointment and