The opening theme of "Portrait of a Lady" came to Wojciech Kilar when he was flying back to Poland from a meeting with director Jane Campion. Lacking manuscript paper he scribbled it on his boarding pass.
Susan Sarandon was originally cast to play Madame Merle, but had to pull out when the shooting schedule was delayed and interfered with the beginning of her daughter's school year. Barbara Hershey played the role instead, and received her first Academy Award nomination for her performance.
Shelley Duvall learned Italian to portray Countess Gemini.