After the success of Bloody Mama, Roger Corman wanted to make another female gangster film. Julie Corman researched female gangsters and came across the story of Boxcar Bertha. Martin Scorsese was hired to direct on the strength of his first feature. He was given the lead actors, including Barbara Hershey, David Carradine, and Barry Primus, and a shooting schedule of 24 days in Arkansas. The Reader Railroad was used for the train scenes.