Sandra Bullock almost got the part of Karen Sisco, but Director Steven Soderbergh was against it. He said: "I spent some time with Clooney and Bullock, and they actually did have a great chemistry. But it was for the wrong movie. I'm sure they could do a movie together. But not an Elmore Leonard movie." Clooney and Bullock appeared in Gravity (2013).

The mug shot of Jack Foley (George Clooney) (of which Karen (Jennifer Lopez) says "He doesn't even look like that.") is the mug shot of Clooney's character Seth Gecko from From Dusk Till Dawn (1996).

Samuel L. Jackson and Michael Keaton did their cameos free of charge.

This is one of George Clooney's favorite films on his resumé. He said "It was the first time where I had a say, and it was the first good screenplay I'd read where I just went 'That's it'. Even though it didn't do very well box-office wise, we sort of tanked again, it was a really good film."

During their DVD commentary, Steven Soderbergh and Screenwriter Scott Frank reveal that the cast members ad-libbed several memorable lines in the script. Don Cheadle wrote the line, "in a situation like this, there's a high potentiality for the common motherfucker to bitch out."

Michael Keaton reprised his role as Ray Nicolette in a small cameo. He originally played him in another Elmore Leonard novel-adapted film, Jackie Brown (1997).

When Jack (George Clooney) sees the photo of Karen's (Jennifer Lopez's) father, he remarks that he has a "cop's face". In real-life, Dennis Farina (Marshall Sisco) was a former Chicago Police Officer. As an actor, the late Farina had several roles as a cop.

The trunk scene was shot forty-five times. However, none of these takes were used in the final cut, as the test audience disliked the long single take. The scene, as it appears in the movie, was a re-shoot. The original long take is available in the DVD extras.

Jennifer Lopez had to screentest for the part of Karen Cisco. The scene chosen, was the intimate one between Lopez and George Clooney in the trunk of a car, enacted on a couch at Clooney's house. Lopez later joked that that was her only brush with the casting couch.

The character of Jack Foley appealed to George Clooney, because as a boy, his heroes in crime films were always the bank robbers. He liked "the Cagneys and the Bogarts and Steve McQueen. The guys who were kind of bad who you rooted for, and when I read this, I thought this guy is robbing a bank, but you really want him to get away with it."

The exterior of Richard Ripley's (Albert Brooks') mansion is that of an actual house. The interior was a set. The owners of the mansion liked the look so much, that they asked for the plans of the set.

At the time of its release, it was the only movie to feature two different actors who have played Batman, Michael Keaton, and George Clooney.

Elmore Leonard envisioned Jack Nicholson or Sir Sean Connery as Jack Foley when he sold the film rights to his novel.

Steven Soderbergh saw this film as a conscious decision on his part to climb out of the arthouse ghetto. He had to do a film like this because half of the business was still off-limits to him.

George Clooney claimed that he was four pages into reading Scott Frank's screenplay, when he was convinced that he had to appear in the film.

Jennifer Lopez trained for ten weeks with a real F.B.I. Agent learning how to shoot sniper rifles.

The scenes at Glades were filmed at Angola Prison in Louisiana where five hundred real cons were used as extras.

Miramax Films owned the rights to the Ray Nicolette character, due to the fact that Jackie Brown (1997) went into production first, Quentin Tarantino felt it was imperative that Miramax not charge Universal for using the character. This move gave Universal Pictures enough leeway to use the film's character free of charge from Miramax. Michael Keaton's limited appearance as Ray Nicolette was a much more substantial element of Jackie Brown (1997).

Lopez's Karen Sisco and Clooney's Jack Foley ranked #4 on Moviefone's "The Top 25 Sexiest Movie Couples" in May 2008.

The elderly man who gets into the elevator with Jack (George Clooney) and Buddy (Ving Rhames) (when Karen (Jennifer Lopez) sees Jack at Buddy's apartment building) is Philip Perlman, Producer Danny DeVito's former father-in-law.

Catherine Keener was originally slated for the role of Karen Sisco.

Steven Soderbergh shot the initial scene between Karen and Foley in a trunk because he liked the forced intimacy it generated between the two strangers. Before the scene was over, he knew they had spent enough time in each other's heads, that the intimacy between them was real and could only lead to love.

In November 2008, Entertainment Weekly Magazine ranked this movie as #1 in their list of sexiest movies ever.

A spin-off television show was made, based upon and titled with the name of Jennifer Lopez's character, called Karen Sisco (2003) starring Carla Gugino in the title role. It only lasted one season.

The Polaroid photo of Jack Foley (George Clooney) that Adele (Catherine Keener) shows to Karen (Jennifer Lopez) was taken outside a Star Waggon, an on-set cast trailer, by Steven Soderbergh.

Initially, Steven Soderbergh was going to turn down the chance to direct this film. He had another project lined up, which he wanted to make, even though he really liked Scott Frank's screenplay, and the idea of working with George Clooney. Universal head Casey Silver was determined to get Soderbergh on-board, and was able to persuade him, by telling him that an opportunity like this doesn't come up very often. Soderbergh quickly realized that Silver was right.

Dennis Farina and Michael Keaton appeared in different Elmore Leonard adaptations: Farina in Get Shorty (1995) and Keaton in Jackie Brown (1997).

The first of many George Clooney and Steven Soderbergh collaborations.

Many industry insiders felt that the film was mis-marketed by Universal Pictures, and should have been released in the fall, where there was less competition, and no summer blockbusters.

Maurice's (Don Cheadle's) comment to the Midge the maid (Nancy Allen), "you're gonna be a dead Hazel", is a reference to the comic strip, and later, the television show of that name, Hazel (1961).

The Bank Customer character in an early scene, credited to Elgin Marlowe, is Mike Malone, Steven Soderbergh's friend and star of his earlier work, Schizopolis (1996).

Titled in Brazil as "Irresistible Passion".

The only non-Best Picture Oscar nominee that year to be nominated for Best Editing.

Michael Keaton's character has the same name as his role in Jackie Brown (1997), because it's the same character.

Another Batman connection is Michael Keaton in an uncredited cameo and Danny DeVito as a producer. Keaton played Batman and DeVito played The Penguin, in Batmans Rückkehr (1992).

George Clooney, Don Cheadle, and Steven Soderbergh collaborated on the Ocean's trilogy.

While driving through Detroit, Michigan, a poster of Barry Sanders can be seen hanging off of a building downtown. This movie was released in 1998, the same year Barry Sanders retired.

The fish tank, in Richard Ripley's house, has some of the same species from Findet Nemo (2003). Albert Brooks (Ripley) voiced "Marlin" in Findet Nemo (2003) and Finding Dory (2016).

This movie is one of many collaborations between Don Cheadle and Steven Soderbergh.

Samuel L. Jackson: Prisoner at the end of the film.

Steven Soderbergh: [company named "Perennial"]