Filmed in just five days, using the same set and much of the same cast as Smoke (1995). The premise of the film came to directors Wayne Wang and Paul Auster while watching an improvisation session between Harvey Keitel et. al. to help them get into character for filming Smoke (1995). They decided that the improvisations were so funny that they would spend a few days after shooting Smoke just filming film is almost entirely improvised. Auster and Wang claim to have "borrowed" the idea of shooting another movie on the back of an existing one from Roger Corman who often used to shoot movies very quickly on leftover sets from other productions.