Smooth Talk marked Joyce Chopra’s directorial debut as a feature filmmaker. However, she was already an established documentarian who started her career as an apprentice to pioneer documentary filmmakers D. A. Pennebaker and Richard Leacock, as noted in a 6 Dec 1985 Reader article. While Smooth Talk was a screen adaptation of Joyce Carol Oates’s 1966 short story, “Where Are You Going, Where Have You Been?,” it was also informed by Chopra’s 1975 documentary, Girls at 12. As stated in a 22—28 Nov 1985 edition of LA Weekly, Girls at 12 followed three pre-teenaged girls in Waltham, MA, over six months, and parts of Smooth Talk were derived from the girls’ comments and actions. Chopra told LA Weekly that “Connie’s” line, “The boys are so nice to you,” replicated a scene in Girls at 12, and the sequence in which Connie strings beads while sitting on her bed was lifted from the documentary. Comparing Girls at 12 to Smooth Talk, Chopra reflected that her first feature film was a “deeply political movie.”
       According to Chopra, Girls at 12 allowed her and her husband, screenwriter Tom Cole, to develop Connie’s social and family relationships in Smooth Talk. While Oates’s “Where Are You Going, Where Have You Been?” revolves almost entirely around Connie’s encounter with her seducer, “Arnold Friend,” Smooth Talk includes sixty minutes of exposition which establishes Connie’s background before Friend arrives at her doorstep. Connie’s film character deviates from “Where Are You Going, Where Have You Been?,” but the dramatization of Arnold Friend stays close to the text. In her Reader interview, Chopra estimated that “70 percent of the dialogue” during the seduction sequence matched Oates’s narrative, but Friend’s role as a killer is more ambiguous in the movie.
       Chopra believed “Where Are You Going, Where Have You Been?” ends in an ultimate seduction: Connie leaves home to give up not only her virginity, but also her life. In a 23 Mar 1986 NYT article written by Joyce Carol Oates in response to the screen adaptation of her work, the author revealed that Arthur Friend was based on a real-life, pre-Charles Manson serial killer, “The Pied Piper of Tuscon.” The killer charmed young girls into aiding and abetting his crimes. Oates initially titled the short story “Death and the Maiden” after a German medieval engraving, and described it as a “realistic allegory” of fatal attraction in which “an innocent young girl is seduced by way of her own vanity: she mistakes death for erotic romance of a particularly American/trashy sort.”
       By the time “Where Are You Going, Where Have You Been?” was published, Connie’s “victim” role evolved from earlier drafts, making her a heroic protagonist at the forefront of the narrative. Oates credited Bob Dylan’s 1965 song “It’s All Over Now, Baby Blue” as inspiration to make Connie more complicit in her own demise, and “Where Are You Going, Where Have You Been?” was dedicated to Dylan. Although Oates contended that Connie’s fate was ambiguous in her story, she also noted that the heroine made a conscious sacrifice to Friend: “Her smooth-talking seducer, who cannot lie, promises her that her family will be unharmed if she gives herself to him; and so she does. The story ends abruptly at the point of her ‘crossing over.’ We don’t know the nature of her sacrifice, only that she is generous enough to make it.” At the conclusion of “Where Are You Going, Where Have You Been?,” Connie leaves with Friend, uncertain what will become of her.
       While Oates’s story leaves Connie’s fate unclear, Smooth Talk portrays the girl’s return home after going off with Friend. However, the details of their encounter remain unknown and Connie later tells her sister, that “it didn’t really happen,” implying the sequence could have been a dream. Chopra shot two lines of dialogue that evidenced Connie and Friend’s sexual tryst, but it was cut from the final film. Chopra told the Reader that the sequence was unnecessary because Friend “was engaged in a power play with Connie and once he got her out the door it was over for him. He had his victory… I don’t think he was particularly interested in the sexual act; it was to get her out in the car and have that control over her.” Joyce Carol Oates felt that Smooth Talk reversed the conclusion of “Where Are You Going, Where Have You Been?,” noting, “The film ends not with death… but upon a sense of reconciliation, rejuvenation.”
       Another point of divergence between the short story and the film was Smooth Talk’s thorough representation of Connie’s parents, “Katherine” and “Harry.” In her NYT article, Oates noted that Smooth Talk was unlike her story because it explored maternal love as well as teen angst. Oates also praised the filmmakers for exposing an ambiguous sexual rapport between Connie and her father, and stated that she often wished she had added that flourish to “Where Are You Going, Where Have You Been?” However, Oates believed Connie’s mother was subconsciously jealous of her daughter, and that tension was not sufficiently portrayed in the movie. Although Oates was pleased with the adaptation, she was not interested in working on the production, and she and Chopra never met, according to a 28 Feb 1986 NYT report.
       Smooth Talk took visual cues from the paintings of French modern artist Balthus and photographer Joel Meyerowitz’s 1979 book Cape Light, a collection of color images shot in Cape Cod, MA, according a 30 May 1986 Chicago Tribune article. Specifically, the scene in which Connie hides from Friend in her home’s hallway was modeled after one of Meyerowitz’s photographs.
       Chopra and Tom Cole reportedly infused the film with East Coast imagery, inspired by their rural home in Kent, CT, but production took place in Northern CA, in fall 1984. Onscreen credits specify Sebastopol and Santa Rosa, CA, as primary locations. As stated in a 29 Mar 1986 Washington Post article, the first scene to be filmed in the thirty-one day shooting schedule was the final sequence of the movie, in which Connie is seduced by Arnold Friend. The Chicago Tribune added that actress Laura Dern was not cast in the role of Connie until several weeks before filming got underway. A relative unknown at the time, the young actress was recommended to Chopra by Dern’s neighbor, Nancy Ellison, who served as a special still photographer on set. The Washington Post reported a sequence of coincidences that secured Dern’s placement in the film, even though she had never been cast in a leading role. Chopra said that she knew Dern was perfect for the part when she telephoned the girl and heard James Taylor’s little-known 1979 song “Is That The Way You Look?” on her answering machine. Unknown to Dern, James Taylor was the film’s music director, as well as a friend and neighbor of Joyce Chopra and Tom Cole. When Taylor first volunteered his services on the production, he suggested using “Is That The Way You Look?” as a featured song on the soundtrack.
       Taylor also licensed his version of the Jimmy Jones and Otis Blackwell song, “Handy Man,” to punctuate two moments in the film. According to Chopra in her Reader interview, Handy Man was the movie’s working title and the song inspired the last scene of the film, which was unwritten when production began. Connie’s last line, “Do you still like this song?,” was a reference to “Handy Man” and to Arnold Friend, whom Chopra defined as “a false Handy Man.” Undated DV production charts also listed Where Are You Going? as a working title.
       Smooth Talk was completed for $1,080,000, as stated in a 17 Mar 1986 WSJ article. Producer Martin Rosen, a longtime friend of Chopra and Cole’s, cut costs by convincing the crew to work for one-third of their standard pay, and the three starring actors – Laura Dern, Treat Williams, and Mary Kay Place – agreed to perform for Screen Actors Guild (SAG) minimums. Initial funding came from the Public Broadcasting Service’s (PBS) American Playhouse, the backers of Joyce Chopra’s 1982 television adaptation of Tom Cole’s play, Medal of Honor Rag, and the balance was covered by Goldcrest Film International, a British production company that financed Martin Rosen’s English animated feature, Watership Down (1972). A 15 Feb 1986 Screen International article noted that Spectrafilm acquired domestic distribution rights upon the film’s completion.
       On 15 Nov 1985, Smooth Talk opened in Los Angeles, CA, for limited release to qualify for Academy Award consideration. It screened on 7 Feb 1986 at the Sundance Institute’s U.S. Film Festival in Park City, UT, and won the Grand Jury Prize (Dramatic). It opened in wide release in late-Feb 1986 to critical acclaim.

      End credits include the following acknowledgements: “Thanks to: Sundance Institute, Alta Marea Productions, Fountainhead Inn, Casa Madrona Inn, Corrs Natural Beverages, Santa Rosa Plaza, California State Highway Patrol, the Santa Rosa Police, Frank’s 24-Hour Mini-Mart,” and, “The producer wishes to thank the Chambers of Commerce of Santa Rosa and Sebastopol, California, for their cooperation and help during the making of this film.”