In order to get the limp that Christine Lahti's character Dr. Rachel Woodruff has in the film, she took off her wedding ring and put it in her shoe so she wouldn't forget that she had it.

The film was a mainstream project for both Matthew Modine and Director Thom Eberhardt due to their respective agents.

Director Thom Eberhardt was basically a "director for hire" on the film due to another director dropping out of the project.

The script went through about four different writers trying to find the right tone for the film because the studio wanted a comedy-drama set in Medical School. When Ron Nyswaner finished his draft which had the tone that the studio was looking for, they greenlit the film.

Matthew Modine was not the first choice to play Joe Slovak.

Harry the cadaver used by Matthew Modine and Daphine Zuniga and their classmates in the lab, was a fully functioning and exceptionally detailed one that looked like a real one which was very expensive to produce.

Todd Field and Director Thom Eberhardt clashed a few times on set in regards to his character. In the end, Eberhardt respected him because he felt his character had a complete arch and Field played it perfectly.

The hospital where Matthew Modine's character is interning in was in fact a real hospital in Los Angeles that shut down but was then converted and used as a movie and TV show set. Director Thom Eberhardt while filming had a feeling that he had been there before and someone reminded him that he in fact had been born there. Eberhardt happily responded with saying "Whoa cool"

Director Thom Eberhardt liked John Scott Clough and the fact that not only was he a good actor, but a dancer and really wanted to show off his dancing skills in some way in the film but could not find a way in the script to do so.

Alice Carter was the last of Matthew Modine and Daphine Zuniga's group to be cast in her role

Director Thom Eberhardt had a disagreement with the studio over the love scene between Matthew Modine and Daphine Zuniga in which Eberhardt felt that their flirtation and feelings each other had already been built up to the point that their it had been time to for the audience to see pay it off.

According to Thom Eberhardt, there was two minutes cut out of the film which took place after the love scene between Matthew Modine and Daphine Zuniga which made the film feel more like "An Officer And A Gentleman" in medical school which was awkward.

The love scene between Matthew Modine and Daphine Zuniga was almost to the point of controversy between the studio and Director Thom Eberhardt. The studio wanted a more "steamier" love scene between the two and spent an entire Saturday afternoon which lasted four hours reshooting the sequence much to Eberhardt and Zuniga's misery. In editing, they tried endlessly to make the scene work cutting, trimming and massaging it to make fit the film tonewise. The studio previewed the film with this scene one time and Jeffery Katzenberg the then CEO of Disney, was not happy with the scene and agreed with Eberhardt to cut it out because it did not work.

The scene where Daphine Zuniga and Matthew Modine greet at the bar was filled with tension. The reason was due to their dialog and Director Thom Eberhardt said to them "If you're uncomfortable with the dialog, then come up with something different". He had left for a moment and then when he came back both Zuniga and Modine were saying something different but both wanted to stick with they wanted to say and eventually, with the help of Ross Fanger, who worked with Disney's CEO Jeffery Katzenberg got the situation resolved and the actors stuck to the dialog as written in the end despite boring it was.

The scene where Daphine Zuniga confronts Matthew Modine in the courtyard outside the school wanted to be played differently by Director Thom Eberhardt. He wanted to do something different because he felt that Modine's character was acting like a "butthole" and wanted her to slap or punch him at the end of the scene. When they previewed the film with this version of the scene, two girls who were sitting behind Eberhardt in the theater and one of them said "I Knew She Was Going To Be A Bitch." In the end, Eberhardt was really happy with the final version that Zuniga had played because she had played it better.

It was Alice Carter's idea to wear a gas mask in the Gross Anatomy lab which Director Thom Eberhardt loved but mostly dude to the Frommaldahyde that was overpowering the room to the point that Daphine Zuniga would stand next to the door to get air.

The scene where Matthew Modine and Daphine Zuniga are talking on the porch in front of Modine's parents house was an all night shoot and it was an urgent final shot by Director Thom Eberhardt because sun was just starting to come up and was really happy that it took only one take to get it.

Director Thom Eberhardt won a bet between him and Producer Debra Hill for the scene where Matthew Modine and Daphine Zuniga are in the Anatomy lab together goofing around. Hill bet that the scene would never make the final cut of the film and Eberhardt knew that it would because the movie was already very long and there was alot scenes were due to be cut for pace and time. Eberhardt won twenty dollars from her.

The scene where Daphine Zuniga has her rant was almost completely ad-libbed.

The music department insisted that they use a song by the Beastie Boys which was very expensive against the wishes of Director Thom Eberhardt. Eberhardt couldn't find a place for it but finally used it during the scene where Alice Carter's character has gone into labor. For that Eberhardt, insisted that he use an expensive song to license of his own to use in a scene and the studio agreed. The Doris Day song that play in the background during the scene where Carter gives birth in the cafe.

The scene where Alice Carter is about to have her baby, the props department brought in a fake, rubber baby which would bounce on the floor if had fallen. Director Thom Eberhardt felt that even with lubing it up and everything it wouldn't make the scene work, but Matthew Modine felt that it really would work and in the end it did work without showing much of the baby as possible. Eberhardt was very happy in the end.

The first cut of the film was well over two hours and after the studio screened the film, they told Thom Eberthardt to call them when the movie was under two hours. Eberhardt and his editor, Bud Smith cut the film drastically by 30 Minutes and ended up at the 109 Minute running time that it currently stands.

The scene where Matthew Modine is looking for his final grade, Director Thom Eberhardt asked Daphine Zuinga if she could take a piece of a paper, crumple it up and put in her mouth to give scene a little more comedic tone.

The final end result of the film according to Director Thom Eberhardt was "Boy Meets Girl, Boy Loses Girl, Boy Gets Girl Back In Medical School"

Matthew Modine and Todd Field both respectively appeared in Full Metal Jacket (1987) and Eyes Wide Shut (1999), the two final films of Stanley Kubrick.

J.C. Quinn, who plays Papa Slovak (Joe's Father), also starred with Matthew Modine in the movie "Vision Quest", as the cook (Elmo) in the Hotel where Louden (Modine) worked.

Originally after David faints in the anatomy lab, his character just disappears and his parents coming to the school to collect his personal belongings. The studio executives felt that they needed a "goodbye scene" for the character. So Director Thom Eberhardt had to fly to London where Matthew Modine was filming Memphis Belle to shoot the scene months after production had wrapped. The scene was shot in Shepperton Studios and they had to get Todd Field back along with Christine Lahti, who was doing "Heidi Chronicles" on Broadway to do the scene and the studio had to Concorde her to London and back to New York because she did not want to miss any of her performances. Eberhardt argued with Disney CEO Jeffery Katzenberg that the scene wouldn't make a difference despite in the end of how good it was.