In a 2014 interview for Vulture, Jennifer Tilly talked about the sex and nudity in this film, and how filming a sex scene and being naked with another woman was less stressful than with a man. "Actors are always saying, 'Oh, sex scenes are so technical. Everyone's standing around and watching.' It is technical, but there is something about being naked with a member of the opposite sex that you still want them to think that you're hot. There's a reason why people are always having affairs with their leading men. With Gina it was really relaxing, because you could say things to her that you wouldn't say to other people. Like, 'Can you put your hand on my thigh here so my butt doesn't look so big? Can you hold my breast up so it looks more plump and juicy?' You would never, ever say those things to a man. Between takes, I would say, 'Gina, there's a shoe sale at Barneys. If we finish early, we should go over to Barneys and shop for shoes!' So it was surprisingly unsexy, but then when you saw it on screen, I was blown away. Violet and Corky have chemistry. They have it in buckets." She then added "We were a little bit worried because Dino De Laurentiis was a producer, and we were worried that after we finished shooting the scene, they would send it off to Italy and insert some breasts and buttocks shots. The Wachowskis said that was a concern of theirs, too, so they decided to shoot that love scene in one long, continuous shot. They said, 'That way he can't cut into it without it looking really obvious and intrusive. So the day we were supposed to shoot the love scene, it was a closed set. But there were monitors in the hallway, and everybody was clustered around the monitors watching. So the Wachowskis put the camera on a crane, and there were all these elements that they wanted to capture. They wanted to start out on a safe and get the side of my back, and they wanted to pan down to the toes, and they would be yelling through a megaphone, telling us what different parts were onscreen. They would yell, 'Toes!' and Gina would curl her toes like she was about to come. Then they would say, 'Hand!' and my hand was on her crotch, and I would kind of move my fingers a little bit. And then they would say, 'Face!' and it would be on Gina's face, and Gina would 'come.' So it was very, very technical, and we did eight takes."
The film was financed with the understanding that Jennifer Tilly was to play the role of Corky. The actress playing Violet dropped out of the project shortly before shooting began, however. At this point Gina Gershon became available to do the film. At first she was to play Violet; but since she was better suited to Corky, she and Tilly switched roles.
The Wachowskis struggled to cast the roles of Violet and Corky, seemingly because of the lesbian content and nudity. Few actresses were interested.
The Wachowskis were significantly limited by their budget when it came to choosing songs for the soundtrack. They had wanted to use "The Girl from Ipanema" and Frank Sinatra songs, but could not afford to.
Susie Bright: The noted sex author appears as the lesbian in the bar that Corky hits on before the lesbian cop arrives. The grey-haired woman in the next booth is Bright's ex.