Peter Bogdanovich's debut feature is a thinly disguised account of ex-marine Charles Whitman, who, after murdering his mother and his wife, armed himself with a number of rifles and handguns and on a sunny 1966 Texas morning, began a shooting spree that killed and wounded forty-six people. Bogdanovich's version tells two stories concurrently, about an aging horror-film star who feels that his type of movie monster has become pass￿and the other about a father-hating gun freak who goes on a rampage to get even with his dad by shooting at people from the top of a water tower and then from behind a drive-in movie screen.

Roger Corman told Peter Bogdanovich he could make any film he wanted to, with two conditions: he had to use stock footage from The Terror (1963), and he had to hire Boris Karloff for two days (Karloff was under contract and owed Corman those two days). Karloff was so impressed with the script that he refused pay for any shooting time over his contracted two days.

Sammy Michaels:
All the good movies have been made.

Continuity: The typeface of Bobby's note changes between shots. In the close-up of the word "DIE", the "I" is sans-serif; when the entire note is shown, the letters have normal typewriter serifs.