- Significant portions of this "Wyoming" film was shot on location in Montana, writer/director John Dahl and his brother, writer/producer Rick Dahl's home state, as well as Arizona.
- Originally director John Dahl wanted Dennis Hopper to play Wayne Brown, but he insisted on playing Lyle from Dallas. Hopper eventually convinced the producers who were thrilled with the end result.
- John Dahl named Dennis Hopper's character "Lyle from Dallas" after the director's first guitar, a Lyle guitar.
- Nicolas Cage largely took the part due to the recommendation of his uncle, Francis Ford Coppola who is an outspoken fan of John Dahl's first film, Kill Me Again (1989).
- Dwight Yoakam brought his own pistol for his role as the Truck Driver.
- When the movie was previewed for audiences, none of the producers showed up.
>>> WARNING: Here Be Spoilers <<<
Trivia items below here contain information that may give away important plot points. You may not want to read any further if you've not already seen this title.
- SPOILER: When Wayne is revealed to be the town Sheriff in the hospital emergency room, it was J.T. Walsh's idea that he reveal himself by slowly raising his head up with the brim of his cowboy hat and looking directly into the camera.
- SPOILER: Dennis Hopper was originally considered for the role of the Sheriff, which eventually went to J.T. Walsh. However, Hopper fought John Dahl hard for the meatier role of hit man-with-low-self-esteem Lyle, which the director initially refused because of the similarities of Dennis Hopper's character to Frank Booth in Blue Velvet (1986). After much pleading, Hopper won the role.
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