The James Urbanski role was only a tiny part in the film until Bruce Willis agreed to do the film.
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The film's title refers to Shakespeare's tragedy 'Macbeth' (Act I, Scene 5), in which Lady Macbeth invokes the powers of darkness in preparation for committing murder: "Come, you spirits / That tend on mortal thoughts, unsex me here / And fill me from the crown to the toe top-full / Of direst cruelty..."
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Original Director Claude Kerven was fired before filming began, and was eventually replaced by Alan Rudolph.
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Demi Moore and Bruce Willis were then wife and husband.
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Robin Wright was considered for the role of Cynthia Kellogg.
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One of a cycle of thrillers made during the early 1990s which were set around husband and wife characters. The films include Malice (1993), Deceived (1991), Shattered (1991), Mortal Thoughts (1991), Consenting Adults (1992), Unlawful Entry (1992), Presumed Innocent (1990), Guilty as Sin (1993), Sleeping with the Enemy (1991) and A Kiss Before Dying (1991).
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Bruce Willis and Glenne Headly also co-starred in Breakfast of Champions (1999), which was also directed by Alan Rudolph. Willis and Headly were both born in 1955, their birthdays are March 19th and March 13th, so they were also born in the same month respectively, meaning Headly was six days older than Willis. Headly died from complications of pulmonary embolism on 8th June 2017.
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Harvey Keitel and Bruce Willis also starred in Welcome to L.A. (1976) and Breakfast of Champions (1999) respectively, also directed by Alan Rudolph.
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Peter Gallagher was originally set to play Arthur Kellogg, but dropped out of the film due to a delay in the filmmaking. John Pankow was immediately cast in his place.
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Like in Pulp Fiction (1994), Bruce Willis and Harvey Keitel starred in the film while not appearing in a single scene together.
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The closing scene was filmed at Bowcraft Playland amusement park in Scotch Plains, New Jersey. The park was closed in 2018 and demolished in 2020. The film's poster includes a photo of the park's Ferris wheel.
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