Actress Kitten Natividad was working in a strip club when she was hired for this film. She said in an interview that the "producers came in to the 'Body Shop' and they were looking at girls that don't mind taking their clothes off. Nowadays the big stars will take their clothes off, but in those days stars would go, 'Oh, no, I'm an actress. I don't do nude.' So they would go to the strip joints where women didn't have any qualms about that. They would go there and they'd usually select me."
The film is about a relationship between a young man and an older woman. In real life, Matt Lattanzi the following year would marry Olivia Newton-John, a woman about eleven years older than him.
Caren Kaye admitted she had trepidation doing her first nude scene. She said: "I was nervous about that," she confessed, "but I had to jump in with both feet because I decided I want to be in the movie business. I didn't think about it a lot before the scene came up on the schedule. I knew the day I was driving to the set that this was the day we had to take our clothes off. You have to understand that before you do anything like that, it's pretty much negotiated in terms of how you are going to do it. There's no still photographer on the set and there's a minimal crew. By the time Matt [Lattanzi] and I got to do the scene we were friends. There was no misconception about our relationship. We were neighbors and friends. We both have our own personal lives, so there was no problem with that," Kaye stated. "I think I was very protective of Matt during those moments," Kaye added.
Portraying call-girl Ana Maria was Kitten Natividad who was a stripper, Playmate Centerfold and a Miss Nude Universe twice.