 Location shooting took place at Villefranche-sur-Mer and the Palais des Festivals et des Congrès, Cannes, France, Ait Benhaddou near Ouarzazate  and Meknes, Morocco, among other locations, including Zion National Park, Springdale, Utah.At the time, both Kathleen Turner and Michael Douglas only made the sequel because they were contractually obligated to do so, although Douglas was much more invested in the film as its producer.At one point during pre-production, Turner tried to back out of the project because she found the script "terrible, formulaic, sentimental", until 20th Century Fox threatened her with a $25 million lawsuit for breach of contract.