Director Adrian Lyne used emotionally manipulative tactics on Kim Basinger during the shooting to elicit the performance he wanted from the somewhat new actress, which Basinger later criticized harshly. For example, Lyne did not allow Mickey Rourke and Basinger to talk to each other off-set. The two were kept isolated from each other and Lyne would tell Basinger rumors about how Rourke intended to make her like or dislike him so that she would carry that attitude into the scene.
Lyne would also offer Rourke performance notes, but Basinger none, in order to unnerve her. In a very unusual and expensive move along these lines, Lyne shot the film sequentially, so that Basinger's actual emotional breakdown over time would be effectively translated to the screen.
Demi Moore tried to audition for the lead role, but Adrian Lyne didn't find her worldly enough at 21 to play a divorced art gallery curator. They would later work together on Indecent Proposal (1993).
Kim Basinger owns 14 hours of deleted scenes that MGM thought were very psychologically damaging to people. The footage has never been made available for public viewing, even in the Director's Cut DVD edition.