Director Dan Golden first auditioned Ginger Lynn for the role of Lynne Hauser in the film. He wanted an actress that he knew would have no problem being fully naked in front of a large cast and crew for hours on end while filming. As an ex-porn star, he knew that Lynn fit that criteria, but producer Roger Corman insisted on Maria Ford instead. Golden met with her and at first thought that she was too shy and reserved, so he had serious doubts. She ended up surprising him entirely by being totally uninhibited and doing anything that he asked for in a scene. He was so impressed that he cast her in other films later.
Director Dan Golden joked during an interview that Harriet Harrison, who plays an elderly neighbor, was pretty much the only female cast member who did not get topless.
Melinda Wesley, who plays a waitress in the strip club, is director Dan Golden's wife.
Maria Ford insisted on wearing a patch over her crotch during a nude sex scene, so a small one was attached. But during her vigorous movements, it fell off. According to director Dan Golden, at that point she was so into the scene that she did not even care, even though her nakedness was fully exposed to everyone on the set.
Director Dan Golden, who is also a photographer specializing in nude and erotic photography, cast Ria Coyne and Wendy MacDonald in the film because they had modeled for him before.