Boxing Helena

Dr. Nick Cavanaugh

Helena

Ray O'Malley

Dr. Alan Harrison

Dr. Lawrence Augustine

Anne Garrett

Fantasy Lover /

Marion Cavanaugh

Russell

Patricia

Nurse Diane

Sam the Clerk

Pastor

Uncle Charlie

Flower Shop Girl

Mailman

Flashback Party Woman #1

Flashback Party Woman #2

Young Nick Cavanaugh

Laura (uncredited)

Jennifer Chambers Lynch wrote the screenplay when she was 19 years old.

The composition of the movie's promotional poster is a recreation of figure artist Ruth Bernhard's 1962 photograph, "In the Box (Horizontal)." The original is in the collection of the Smithsonian American Art Museum.

Ed Harris and John Malkovich were offered the lead role of Dr. Nick Cavanaugh. The role eventually went to Julian Sands.

Helena's black dress changes specifically when she is walking through the fountain in her undergarments, as it is impossible for the black dress she wears in all other scenes of Nick's party to conceal the particular underclothing.

The main character has an English accent, even though neither of his parents (both of whom are heard speaking) do, the story takes place in America, and it is implied that he grew up there as well.

When Nick Cavanaugh is on the phone in a telephone box, the camera spins around the box. The reflection on all four sides of the phone box is identical indicating that the phone box is surrounded on all four sides by the same building with the same neon light.

Helena: A woman is something soft; something warm when you feel her. When she's naked. When she's touched. Discovered. You see that things happen inside of her. She opens up. Sometimes a woman is sad. Sometimes she's angry. Helpless. Beautiful. Sometimes she's strong. She's still only that one woman. Talk to her - in deep whispers. Tell her what you're doing, what you see. Move slowly. Tell her you're inside of her. Tell her how it feels. Touch her. Use your tongue. Your breath. When she's about to come, she'll grab for you. But don't let her come. Make her wait. Tease her. Play with her. Make her feel. She may touch herself. She's so sensitive now. You can't be afraid. Take her. Take her.

Doctor Nick Cavanaugh: Make a wish.

Doctor Nick Cavanaugh: If you were a real woman, you'd lie to me about our sex.