Writer and director Mike Hodges was surprised that a star of Michael Caine's stature would want to play Carter. Caine said "One of the reasons I wanted to make that picture was my background. In English movies, gangsters were either stupid or funny. I wanted to show that they're neither. Gangsters are not stupid, and they're certainly not very funny." He identified with Carter as a memory of his working class upbringing, having friends and family members who were involved in crime and felt Carter represented a path his life might have taken under different circumstances: "Carter is the dead-end product of my own environment, my childhood. I know him well. He is the ghost of Michael Caine."
One of Stanley Kubrick's favorite movies. Upon seeing it, he remarked, "Any actor who sees this will want to work with (Writer and Director) Mike Hodges."
Britt Ekland was reluctant to be in this movie, as she was afraid of becoming typecast, having already played two gangster molls before, and she did not want to take her clothes off. However, she had financial problems at the time, as a result of bad investment decisions by her accountant. She was later happy that she had been involved with the project.
Following this movie's release, barmen in Newcastle got sick of being asked for drinks "In a thin glass!"
The most complicated scene to shoot was Kinnear's game of cards. There are four simultaneous conversations, with a lot of plot exposition and the introduction of two important characters, Kinnear and Glenda. The technical complexity was compounded by the variation in light coming through the windows and John Osborne's whispered delivery, which made microphone placement difficult. Mike Hodges moved the camera and the boom closer to Osborne as the scene progressed. Hodges regretted not rehearsing the scene more thoroughly.