John Frankenheimer took over the film from another director, Arthur Penn. Burt Lancaster had Penn fired after three days of filming in France, and called in Frankenheimer to take over. Penn envisioned a more intimate film that would muse on the role art played in Lancaster's character, and why he would risk his life to save the country's great art from the Nazis. He did not intend to give much focus to the mechanics of the train operation itself. But Lancaster wanted more emphasis on action to ensure that the film would be a hit, after the failure of his film "The Leopard". The production was shut down briefly while the script was rewritten, and the budget doubled. As he recounts in the Champlin book, Frankenheimer used the production's desperation to his advantage in negotiations. He demanded and got the following: his name was made part of the title, "John Frankenheimer's The Train"; the French co-director, demanded by French tax laws, was not allowed to ever set foot on set; he was given total final cut; and a Ferrari. Much of the film was shot on location.