"The jokes are funny but the bullets are real." That's really what this movie is about. These were big, reckless, high-spirited guys that were unaware of the ripples they caused. The Ford brothers were going to be played by Beau and Jeff Bridges but by this time they had become unavailable. Jeff Bridges later said, "I couldn't do it because of a schedule conflict. And when I first read the script, I thought it was another case of where the material didn't match up with the gimmick. But then I saw the end result and I thought it was pretty good and I figured we would have had a good time doing it because we know all those other guys. Walter Hill is an extraordinary filmmaker and I think he added a specialness to it that the script lacked." Joseph Bottoms had discussed the project with James Keach but wanted himself and his brothers to play the Youngers - parts already reserved for the Carradines. Eventually Nicholas and Chris Guest played the Ford brothers. "The use of all the brothers can be perceived as a gimmick but I wanted a family feeling to the movie," said Hill. In order to make the film, David Carradine forfeited his customary profit participation; the Keach brothers gave up the extra profit percentages they were entitled to as executive producers in order for the Carradine brothers to get the same amount of profits. Walter Hill later said his "code" for the film was to keep "the jokes funny and the bullets real. It is about moral choices. I think people who object to violence shouldn't go to the movies." Walter Hill later argued that the best film that had been made about the Younger-James brothers prior to this was The Return of Frank James. "In the historical sense it was also the least accurate, but it had a real sense of character truth," he said. Filming Some of the film was shot in Parrott, Georgia, with the opening sequence being filmed in Leary, Georgia. The Main street of Leary was covered with dirt to hide the asphalt road, along with many of the store fronts being modified to look "authentic" to the times. The railroad scenes were filmed on the Texas State Railroad and the Sierra Railroad in Tuolumne County, California. "The company originally wanted to shoot in Missouri, but they found that urban