Joseph Strick was originally hired to direct but was fired after refusing to cast anyone but Glenda Jackson in the lead role. He was replaced by George Cukor.

Anouk Aimée (Justine) couldn't bear being without her lover and future husband Albert Finney during location shooting and wanted to leave. Director George Cukor persuaded her friend Omar Sharif to convince her of the dire consequences for her career if she did. Although Sharif failed, Finney was able to convince her to finish this movie.

Joseph L. Mankiewicz was working on the screenplay when he was approached to take over Cleopatra (1963) in 1961.

Walter Wanger had hoped to re-team with his Cleopatra (1963) star Dame Elizabeth Taylor when he first announced this in 1964. Darryl F. Zanuck had also wanted his then girlfriend Irina Demick to co-star.

During shooting, Director George Cukor told an interviewer that this movie would very likely be nearly three hours long, but when it finally emerged in cinemas, it was under two hours. Cukor never went into detail about what had been cut, but was always very reserved when discussing this movie.

Director Joseph Strick worked for several weeks on this movie on-location in Tunis (with Anouk Aimée, not Glenda Jackson). His plan was to film as much of it as possible on-location. He had quarrels with the management of Twentieth Century Fox and was disliked by some of his actors and actresses. Anna Karina claimed that he had actually fallen asleep while directing her. When he was replaced by George Cukor, a big decision was taken to re-create the Alexandria of the 1930s in the Hollywood studios and to do the rest of the movie there. A few bits and pieces of Strick's location work were retained, but most of his work was re-shot by Cukor, who accepted the extant cast. This movie ended up being enormously costly, and was a box-office flop.

This was the last theatrical movie to be photographed by Leon Shamroy, and his only collaboration with Director George Cukor.

A large chunk of filming location was done at Gaudi's Park Guell. The painter's "home" is the warden's house of Park Guell.