Peter Bogdanovich was the original director, but he was replaced after five weeks of shooting in New York; On the last night of location filming, Peter Bogdanovich received a phone call from his agent around midnight, letting him know he was being replaced as director. After reviewing footage with the replacement director, it was determined that none of the New York footage was usable and the script was rewritten to be shot entirely in Los Angeles. The movie was shot and completed in LA, and none of Bogdanovich's footage was used.