The idea grew from Bernardo Bertolucci's sexual fantasies, stating "he once dreamed of seeing a beautiful nameless woman on the street and having sex with her without ever knowing who she was". An alternative, but similar idea was to revolve around a passionate, homosexual relationship. It was scrapped when the French actor for whom the idea was conceived backed out.

The screenplay was by Bernardo Bertolucci, Franco Arcalli and Agnès Varda (additional dialogue) and was novelized by Robert Alley. It was directed by Bertolucci with cinematography by Vittorio Storaro. Agnès Varda based the last scenes on the death of Jim Morrison in Paris the previous year.[citation needed]

The stars were intended to be Dominique Sanda, who developed the idea with Bertolucci, and Jean-Louis Trintignant, but Trintignant refused and, when Brando accepted, Sanda was pregnant and decided not to do it.

The orchestral jazz soundtrack was composed by Gato Barbieri, and arranged and conducted by Oliver Nelson.

Crazed with grief after his wife commits suicide, Paul, an American expatriate, roams Paris until, while apartment hunting, he faces Jeanne, an unknown girl across an empty room. Without a word, he has sex with her. Paul stays at the scene. While arranging his wife's funeral, Paul leases the apartment where he is to meet the puzzled girl for frenzied afternoons. "No names here," he tells her, setting the rules of the game. They are to shut out the world outside, forfeit their pasts and identities. Paul degrades Jeanne, leveling her inhibitions with sheer brutality. Paul is soon dissatisfied with possession of her body; he must have her mind. When she rejects his love to enter a comfortable marriage with her dull fiancé, Paul finally confesses: "you dummy, I love you."

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