David S. Ward got the idea for this movie when he was working on the script for Una squillo per quattro svitati (1973), which includes a pickpocketing scene. Researching this, Ward found himself reading about con artists. Ward had shown the other screenplay to Tony Bill, so he now gave him an outline of this story. Bill liked it immediately and brought in Julia Phillips and Michael Phillips; the three then produced both films. Ward wrote the script with Robert Redford in mind as Hooker, but Redford initially turned the part down. Even after changing his mind, he didn't expect the movie to be a hit. Robert Shaw got the part of Lonnegan only after Richard Boone and another actor had declined it. George Roy Hill saw the screenplay by accident and asked for the director's job. He routinely showed his projects to Paul Newman, and Newman was pleased to join this one. Hill wanted to film the picture on location, but Henry Bumstead was adamant that it would be much too hard to get the period appearance right; for example, things like lane markings on the streets. In the end, the only location shooting was a few days' worth in Chicago and Los Angeles; most of the exteriors were filmed on Universal's back lot.

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