Malcolm McDowell didn't read the whole script when he accepted the role. When he arrived for filming, he was shocked when another actor asked him how he planned to play the conversation with his penis.
In a deal reminiscent of the one brokered in Mel Brooks' _The Producers_, shares were sold in the film to a Wall Street tax shelter group, effectively meaning that it didn't need to be released and was designed to lose money so that others would make money. Director Allan Arkush learned this during filming and was thoroughly demoralized by it, knowing that he was making a film that no one would see.
Director Allan Arkush also directed a music video for Bette Midler covering The Rolling Stones' "Beast of Burden", apparently on the same set. The video featured Mick Jagger and a walk-on appearance by 'Stacy Nelkin' at the line in the song that includes the words "little sister".
Barry Diamond was very busy in this movie. In addition to playing a stage hand, he also played the blind person at the funeral that fell into the grave yelling "Wait, I'm not dead!", the stoner in Captain Cloud's band who shouted "I've got the bong!", and the guy with his face painted black and white who was screaming "Nada, Nada, Nada, Nada, Nada, Nada..." and introduced Neil's little sister Susie to his "children" in the balcony.
The concert scenes were shot at the Wiltern Theater in Los Angeles. It had fallen into disrepair and was due for a renovation after filming was completed. This essentially meant that the production team could trash the theater, knowing that it was going to be refurbished after they had gone.
Malcom McDowell and Daniel Stern had costarred in the previous year's Blue Thunder (1983). Right before Malcom's character enters the stage, he says to Stern backstage "Catch Ya later" , which was also his character's catch phrase in Blue Thunder.
Allan Arkush wanted to make the film in realistic terms but couldn't get the funding for such a move. However, when the film was reconfigured as an Airplane! (1980) style spoof, everything fell into place. Arkush wasn't too thrilled about this as his previous film _Heartbeeps_ - also a comedy - had been a big flop.