Footage from the original 1939 production was used when Frank and Jesse go over a cliff on horseback into a river and when they crashed, on horseback, through a store window during the Northfield, Minnesota raid.
John Carradine plays Rev. Bailey in this re-make. He played Robert Ford in the 1939 original production and its sequel "The Return of Frank James" (1940). His sons David Carradine, Keith Carradine and Robert Carradine play the Younger brothers in The Long Riders (1980), another film about the James-Younger Gang.
As originally conceived by Walter Newman and Nicholas Ray, the film had a non-linear plot with flashbacks, but studio boss Buddy Adler couldn't understand it and forced Ray to re-cut it with the scenes in chronological order. Newman said the re-cut rendered the film "pointless."
Although Nicholas Ray was initially reluctant to remake the 1939 film, he became intrigued by the idea of casting Elvis Presley - whom he thought had the potential to be a new James Dean - as Jesse James. After he had signed his contract, it became quickly clear that the studio had always intended to cast Robert Wagner, who was under contract and being built by the studio into a star. However, Ray did have his way in casting Hope Lange as James's wife; the studio had wanted Joanne Woodward.
Robert Wagner said that Nicholas Ray was nearly always "anesthetized" by drugs or alcohol during the shooting, and as a result he rarely gave any physical direction.