Filming took place in Oxford, Mississippi, near where the University of Mississippi campus is located. George Hamilton recalled that author William Faulkner, who was writer-in-residence at the university, would climb up a tree and stay there for several hours watching the film being shot.
The film was partially filmed about the small town it was written about in William Humphrey's novel by the same name. 'Vincente Minelli' was shooting on location, hence the film was shot in and around Clarksville Texas.