The film was playing in Berlin's largest movie theaters when the Berlin Wall fell. A lot of East Germans crossing over to West Berlin went to see it, expecting Western-style porn.
The film was inspired by Steven Soderbergh's own failed relationship. "I drove the most important woman in my life to leave because I didn't want to be in the relationship but couldn't just say, 'I don't want to be in this,'" Soderbergh told Film Comment. "So I was very deceptive about how I got out of it. And then once I was out of it, I couldn't even allow it the dignity to die properly. I kept stringing it out and not letting it go and then I got involved with some other people." After, Soderbergh was able to reconnect with that person; "We were able to be friends," he noted.
In order to achieve the film's lurking feel, Steven Soderbergh played with camera techniques. "I used the tracking shots because I knew that I had a very talky film and I didn't want it to be visually static," he told the Chicago Tribune. "Without detracting from the performances, I wanted to keep things moving. I also wanted a very predatory feel, the idea of encircling a character and getting closer. It seemed to fit a sort of languid quality that I wanted to have and that Baton Rouge-my hometown and the location of the movie-seems to have."
The film was written by Steven Soderbergh in eight days on a yellow legal pad during a cross country trip (although, as Soderbergh points out in his DVD commentary track, he had been thinking about the film for a year).