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While loosely based on the Burglar novels by Lawrence Block, two of the principal characters underwent major changes: Bernard "Bernie" Rhodenbarr, a white male bookstore owner/burglar, became Bernice "Bernie" Rhodenbarr as played by Whoopi Goldberg; lesbian dog groomer Carolyn Kaiser, Bernie's best friend, became straight dog groomer Carl Heller and was portrayed by Bobcat Goldthwait.
Whoopi Goldberg wears blue contact lenses.
Bruce Willis was originally offered the role of Bernie (before the character was changed to a woman in the screenplay).
In an interview Whoopi Goldberg explained how they changed the main character from a man to a woman: "We just took out all the sex!"
In one of the bar scenes, WKRP in Cincinnati (1978) can be seen playing on a television in the background. Director Hugh Wilson was the creator of this series.
"Vincent 'Knobby' DiCarno: What'll it be? Carl Hefler: [walking up to the bar] Package delivery. Vincent 'Knobby' DiCarno: For who? Carl Hefler: It just says "Mayday". Vincent 'Knobby' DiCarno: Here I'll take it. Carl Hefler: Ya gotta sign for it. [passing a clipboard] Vincent 'Knobby' DiCarno: [signs and returns clipboard] Carl Hefler: [reading signature] Kay-no-bee... K-noby! Is that like in Star Wars? Vincent 'Knobby' DiCarno: No idiot, it's "Knobby". Carl Hefler: Oh! it's... so it's like a nickname. Vincent 'Knobby' DiCarno: Yes, I think maybe it's something like that. [knocking on his bald head] Carl Hefler: Well I'm gonna need your full name, please. Vincent 'Knobby' DiCarno: Sorry... Carl Hefler: Come on, it's the regulations. Vincent 'Knobby' DiCarno: Hey fuck you, okay? Carl Hefler: Fuck you? Thank you very much! I come here to give you a fuckin' package and you decide to blow me shit? [getting more irate] Carl Hefler: Like-like-like-like-like-like-like you're my idea of a dream come true - takin' shit from a dildo with ears? [shouting] Carl Hefler: You know when I was like five I said, "Dad, Dad! Can I get a job where random fuckin' shitheads blow me crap all day?" I'm gonna break you in fuckin' half and use your head as a ballpoint! [grabs Knobby by the shirt] Carl Hefler: Now sign the goddamn thing!"
"Frankie: What line of work are you in? Bernice 'Bernie' Rhodenbarr: I'm a cat burglar. Frankie: Oh, shit! What do you do with them? Bernice 'Bernie' Rhodenbarr: What? Frankie: The cats! [Both laughing] Bernice 'Bernie' Rhodenbarr: I hold them for ransom! Frankie: Is there any money in that? [laughing] Frankie: Oh, Jeezus! Look who's asking if there's any money in pussy!"
