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
The Pick-up Artist (film) Beatty who liked the script but was reluctant to play a character driven by his erotic compulsions. Toback then considered Robert De Niro but ultimately decided the role should be played by a younger actor. The film was at Paramount. Then in 1984 Beatty bought it and set up the production at Fox. Toback says the film was "not even remotely" based on Beatty. "The guy in the script chases after people. Warren always has people chasing after him." It was Toback's fourth film as director. He says his first three "were all dark movies that ended unhappily. Now I'm