Steven Soderbergh wasn't completely sold on Peter Fonda the first time Lem Dobbs mentioned him for the Valentine part. As Soderbergh remembers, he didn't think "two stoics would work". The director only knew Fonda from his screen persona. After having lunch with Fonda, Soderbergh realized how charismatic he was and acquiesced to the decision. "It's your fetishistic nature, and you want it to be very clear that there's a side street, but you don't want any back-story for the human relationships or characters, but, Goddammit, people are gonna know there's a second way down that hill," says Dobbs during the scene where Avery is chasing Wilson and Luis Guzman's Eduardo. Soderbergh responds, "Yeah, I like knowing where people are. I don't care who they are. I just want to know where they are."

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