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 wanted Polanski to consider Jane Fonda for the role, arguing that Dunaway had a reputation for temperament, Polanski insisted on using Dunaway. She accepted the challenging and complex role of Mulwray, a shadowy femme fatale who knows more than she is willing to let Detective J.J. Gittes (played by Jack Nicholson) know. Dunaway got along well with Nicholson, describing him later as a "soul mate", but she clashed with Polanski, who had a reputation for being dictatorial and controlling on a set. "Roman was very much an autocrat, always forcing things. It ranged from the physical to the mental. He