He’s a streetwise cop who just made detective. She’s a stunning sophisticate who just saw a murder. A killer is the only thing they had in common. Until tonight. -Tagline
The film takes its title from the 1926 Gershwin song of the same name- Someone to Watch Over Me– which is heard in 3 separate renditions. They are by Sting (start of film), Roberta Flack (over the end credits), and Gene Simmons w/ Richard Wyands, Doug Watkins and J.C. Heard (from original 1961 version). This movie was often compared (during its initial release) w/ Fatal Attraction (1987), the then recent Adrian Lyne thriller. On Amazon Prime, I happened upon this movie categorized w/ erotic thrillers; as one astute viewer noted, this is more of a romantic thriller and throwback to classic noirs. This is director Ridley Scott’s 3rd feature (after Blade Runner and Legend) and the 1st one set in the modern period w/ contemporary characters. This movie deals w/ the issue of social class. I think class differences are V noticeable when one lives/works in NYC.
I’ve never played a cop before. I liked the character because even though he is the hero of the story, he has negative qualities and makes some big mistakes. I always find that interesting, a character with a dilemma to face, confronting his personal morality. -Berenger on his role
I wanted somebody who was fiercely independent and an interesting humorous character. It had to be someone who was the antithesis of Claire and yet someone who was equivalent to her. I think Lorraine fulfills those requirements very well. -Scott on casting Bracco
I didn’t want the character to be unreachable or so separated from reality because she lives in a $3 million apartment in New York. That in itself can be thought of as being pretty unsympathetic. It’s a very delicate role to play. The character has everything. Yet she has to show vulnerability and at the same time demonstrate sensibility and normalcy within her rarefied environment. I found that in Mimi. -Scott on casting Rogers
Tom Berenger (who’d appeared in 2 fine films- Platoon and The Big Chill) plays Mike Keegan, a 30-something cop/family man just promoted to detective. Sharon Stone screen tested for the role of socialite/write, Claire Gregory, which went to Mimi Rogers. Years later, Rogers auditioned for psychologist/murder suspect, Catherine Tramell, in Basic Instinct (1992), which went to Stone. The breakout star of this movie is 33 y.o. Lorraine Bracco (who has a real NYC accent); wife/mom Ellie Keegan is one of her earliest roles. She brings something authentic and fresh in her work, so that you don’t see the acting. Veteran theater/TV actor Jerry Orbach (a few yrs before his iconic Law & Order detective role) plays Mike’s boss, Lt. Garber. Mike’s (recently divorced) best pal is played by Daniel Hugh Kelly; he’s a cop enjoying his return to singlehood. Andreas Katsulas plays Joey Venza, a powerful/physically intimidating gangster.
There’s a very delicate balance of sympathy between the society woman and the wife. If [Tom] Berenger’s character is simply attracted to a beautiful woman, sympathy starts to weigh against him. I wanted to create that dilemma in the central character’s mind by giving him a very strong home life and a very strong wife. I wanted his attraction to Claire to be more than sexual. I wanted it to be cerebral to be everything. [Mike] Keegan is facing a very difficult question that has nothing to do with bank balance or other external forces. It’s a choice between women. Proper casting was crucial to creating this balance and making it work. -Scott on the love triangle
Ridley Scott is the most visual director I’ve ever worked with. He doesn’t neglect the actors, in fact, we’re very well taken care of. But he is fascinating to watch. He actually paints with light and with lenses and with angles, and it’s a very unique process. It becomes an element of the story because Ridley creates such a strong mood with his visuals. -Rogers on working w/ Scott
I always like seeing NYC in the movies. However, the nightclub scenes (opening) were shot aboard the Queen Mary in Long Beach, CA; the murder scene was filmed in the ship’s pool area. We see famed NYC places, such as Bergdorf Goodman (dept. store) and the Guggenheim Museum. Exteriors for Mike and Ellie’s house were shot in Long Island City (LIC) in Queens. Other locations incl. the Harbor View Restaurant on Old Fulton St, Central Park, the former police HQ on Centre Street, the subway, and the streets of the Upper East Side (UES).
 A highly stylized crime thriller that also manages to work as a tale of adulterous romance in addition to an effective parable of the culture clashes that are apparent between the upper and lower classes.
 …it is Lorraine Bracco who steals the picture as Berenger’s feisty wife. Long before she was best known as Tony Soprano’s psychiatrist, Bracco brought to the screen the ultimate portrayal of the modern wife and mother – loving but fierce, tough but compassionate, and not afraid to slap some sense into the man who has done her wrong.
 The direction of Ridley Scott is tight and perfect, as usual, using different angles camera and magnificent photography and shadows in the night, to express the differences between the two worlds. There is one specific scene that I love, when Mike is sat with his face half illuminated in the hall of Claire’s apartment, totally confused and with his feelings divided.
-Excerpts from IMDb reviews