The movie is set in the countryside and small towns of the American South, and it was filmed in the Anderson County, Kentucky, area. It is also noted for its folksy musical score by composer Jerry Goldsmith.
Mordecai C. Jones (Scott) – a self-styled "M.B.S., C.S., D.D. — Master of Back-Stabbing, Cork-Screwing and Dirty-Dealing!" – is a drifting confidence trickster who makes his living defrauding people in the southern United States. One of his specialties is rigged punchboards. He befriends a young man named Curley (Sarrazin), a deserter from the United States Army, and the two form a team to make money.George C. Scott as Mordecai Jones
Sue Lyon as Bonnie Lee Packard
Harry Morgan as Sheriff Zebulon "Zeb" Slade
Jack Albertson as Mr Packard
Alice Ghostley as Mrs Packard
Albert Salmi as Deputy Meshaw
Slim Pickens as Jarvis Bates
Michael Sarrazin as Curley
Strother Martin as Lovick
George Mitchell as Tetter
Woodrow Parfrey as Supermarket Manager
The movie was filmed on location for the most part in Central Kentucky during the second half of the year 1966. Exterior filming was done in a number of locations including near Frankfort, Midway, Winchester, Irvine, outside Georgetown, and several other places. Filming involving trains was done in conjunction with the Louisville & Nashville Railroad and for a smaller part the Southern Railway System. Some interior filming (the inside of the Packard home, and campsite sequences) was done on a sound stage specially built in Lexington, Kentucky at the Vaughn Tobacco Company Warehouses.
On location filming locations included:
Paynes Depot, Kentucky: The opening sequence where Curley meets Mordecai after getting thrown off a freight train was filmed here. The small railroad yard is now gone but the roadside store seen in the background just before the title card still remains as well as the base of the tank car station seen briefly in the movie. Filming was done with a rented train from the Louisville & Nashville Railroad headed by ALCO RS-3 #136.
Old Crow Distillery – Frankfort, Kentucky: The location of Curley's hideout in the overturned L&N caboose was filmed just north of the Old Crow Distillery on Glenns Creek Road in Frankfort, Kentucky. The concrete "railroad bridge" in this scene was actually an access road on the distillery grounds and had fake tracks laid across it that ended just out of frame. The caboose was placed in the creek by a local crane company who would later move it to the banks of the nearby Kentucky River after filming. It washed away in a flood sometime during the 1970s. The concrete bridge still remains at the site. Also filming for the parts of the movie involving a moonshine still and the sequence where the green flatbed truck is stolen by Mordecai were also done on various places of the Old Crow Distillery grounds.
Main Street – Midway, Kentucky: The establishing scene of the small town where the "3 card monte" scam occurred is Main Street in Midway, Kentucky which has the distinction of having a railroad line run directly through the centre of town. The passenger train seen in the scene was the C&O "George Washington" which operated between Lexington and Louisville, Kentucky over the L&N Railroad via trackage rights.
Glenns Creek Road – Frankfort, Kentucky: The scene that introduces Sheriff Slade and Deputy Meshaw (where Curley and Mordecai dive off the road) was filmed on Glenns Creek Road about 1/2 mile north of the Old Crow Distillery. The large tree in front of which Curley and Mordecai talk still stands as of 2014 although it is dead.
Old Frankfort Pike – Lexington, Kentucky: The "Packard" farm is located off Old Frankfort Pike outside Lexington, Kentucky. As of 2014 the house exterior is mostly unchanged with some minor remodelling. No interior filming was done at this location as the "inside" of the house was a soundstage.
Duckers, Kentucky: The country store where Sheriff Slade and Deputy Meshaw first see the red convertible "borrowed" by Mordecai is located in Duckers, Kentucky. The store still stands but is now a private residence with the "porch" the sheriff sat on now enclosed.
Clifton Road – Versailles, Kentucky: The place where Curley first notices that the "POLE-LEASE!" are following the convertible was filmed on Clifton Road in Versailles, Kentucky. The wooden house that the police car passes by no longer exists.
Court Street – Lawrenceburg, Kentucky: The scene where the convertible narrowing misses a Southern Railway locomotive and boxcar at a grade crossing was the Court Street crossing in Lawrenceburg, KY. The crossing still exists and is now Norfolk Southern territory.
Main Street – Lawrenceburg, Kentucky: The whole of the "convertible destroys a town" sequence during the car chase was filmed along Main Street in Lawrenceburg, Kentucky and two alleys that split off either side of it. Most of structures seen in this sequence remain as of 2014 including the tobacco warehouse where the convertible "detoured" through the loading dock. The alley where the convertible ran through Christmas merchandise being unloaded also still exists but the brick building seen in the movie has been torn down and replaced with a modern bank. The scam where Mordecai and Curley sell bourbon cut moonshine to a store keeper was also filmed in Lawrenceburg directly behind the former offices of the Anderson County Observer newspaper. The back of this building is no longer accessible due to remodeling.
Main Street – Irvine, Kentucky: The near ending of the car chase where the convertible and sheriffs car run around an A&P grocery store and across a green highway bridge was filmed on Main Street in Irvine, Kentucky
Corner of Lemons Mill and Newtown Pike – Georgetown, Kentucky: The country store where the "Peg Game" scam took place was filmed here. The bridge where Curley is first dropped off at the beginning of the scene was removed in a road realignment during 2001. However, as of 2014 the buildings seen in the scene still remain but in a state of disrepair.
Valley View Ferry – Tates Creek Road – Valley View, Kentucky: The ferry seen in the movie operates on Tates Creek Road on the Madison County and Fayette County borders. The ferry is still operating as of 2014 although the barge and power unit has been replaced several times since making the movie. The large steel towers seen in the background (part of an abandoned railroad bridge) can still be seen.
Main Street – Winchester, Kentucky: The "Pigeon Drop" sequence with Slim Pickens was filmed in Winchester, Kentucky along Main Street. The building Slim Pickens first exits was located at the corner of Washington Street and Main, this has since been torn down and the whole block is now occupied by the Winchester Post Office. The scene in the alley where the pigeon drop scam occurred was behind the Sharr Feed Company building on North Main Street. The building and the alley remain as of 2014 although the building is abandoned.
Anderson County Court House – Lawrenceburg, Kentucky: The "Cape Fear County Courthouse" which the whole of the movie's last act takes place was filmed inside and outside the Anderson County Courthouse in Lawrenceburg, Kentucky. The exterior of the building is mostly unchanged as of 2014 but the interior setup has been remodelled some. (The sheriffs office on the front ground floor no longer exists).
Railroad filming (the truck on rails sequence) was done on several rail lines including the Louisville & Nashville "Old Road" line between Lexington and Frankfort, KY and possibly the Frankfort and Cincinnati Railway. The scene where the truck almost collides with an L&N freight train was filmed on the L&N "Hermitage Branch" which served the Old Crow Distillery outside Frankfort, KY.
Nominee for Best American Comedy Writing – Writers Guild of America (William Rose)
Roger Ebert of the Chicago Sun-Times said: "The movie was shot on location, largely in Kentucky, and it gains a real feeling of authenticity. These are real crossroads stores and real wide-eyed rednecks, watching the city slicker shuffle the cards. And a lot of the episodes are hilarious. I announced some time ago, in connection with Casino Royale (1967) I think, that chase scenes had just about had it as laugh-getters in the movies. Wrong again. There is a chase scene in this one that's a classic. The flim-flam man, dressed, as a minister, and his pupil, dressed as an accident victim, steal a car and lead the sheriff on a brilliantly photographed chase down the sidewalks and through the watermelon wagons of the South. ... There are also some nicely directed scenes in which Scott gradually overcomes the suspicions of his victims, wins their confidence, allows his straight man to win a few bucks and then, oh, so innocently asks a tobacco farmer if he'd care to speculate as to which card was the queen."