most of the principal filming for the film was done in the mountains of western north carolina. scenes were filmed along the broad river where it flows into lake lure in rutherford county, dillsboro, along the great smoky mountains railroad; waynesville, where a giant clown sign crashes through their windshield as they try to flee and where they find the baby in the stolen car is in marshall, north carolina; and in asheville, at the biltmore estate.