Many of the actors did not know that the arrest was going to happen, and thought it was real. The crying and screaming during the yacht scene was real. The real cops were called after mayhem ensued on the yacht.
Many critics said that the arrest scene at the end was not believable. In fact, most of the actors did not know the arrest was going to be happening. The yacht party ran out of food in real life. Many of the actors were upset with director Hergott and were drinking on the yacht. Many of the reactions on the yacht were in fact real. Characters thought the arrest was real. Many of the actors to this day will not speak to Hergott because of what happened on the yacht that night.
The Tom character defecated in the back yard in real life during filming. The event and reactions were caught on film, but were cut from the movie for being too over the top. The event and the reactions can bee seen in the uncut DVD as a deleted scene. During the scenes Tom tries to blame it on the household dog before being kicked out. This is why he no longer appears for any later scenes in the movie.
Several of the scenes were shot at character's real homes and places of business. Lia's house was really the actor's home. She got upset in real life over all the people at her house and the actors getting out of control. Her anger and telling Hergott to shut off the cameras was all real. As was the security car driving by when the actors are on the front lawn. Hergott left this in.
The bar scenes were shot in a real restaurant/bar called Nara Nara, where the Duke character worked that was located at the Irvine Spectrum in Irvine California. The establishment has since closed down.
Over 700 actors where auditioned for the movie. Over 140 characters where cast. Many with individual story lines. The camera captured over 40 hours of footage. Only the most believable performances and relevant characters where included in the final cut.
After the beat up scene, Andreas states, "We'll be seeing you next Wednesday". All of the pyramid meetings take place on a Wednesday in the story. The next meeting is on the Yacht. This is a direct reference to John Landis and his frequent use of "See you next Wednesday" in his movies. Also see "2001 Space Odyssey" where a character says this to his family but is killed before ever seeing them again.
The characters that rolled were kept track of during filming. The pyramid board in the background has the real names as they advance positions. As characters would roll, they would gradually start wearing nicer clothes as the story advances.
Charlie the cinematographer was the night manager at the Marriot hotel where the dorm room scenes are filmed. Residents complained to Charlie claiming that a porno was being filmed by a 13 year old boy. Charlie had the front desk calls forwarded to the room where they were filming. He explained that they were not filming a porno and that he was the cinematographer and that he was 25 years old.
Hergott did not set up shots ahead of time, but rather the actors improvised. Charlie the cinematographer had no idea what to focus on. Hergott told him to capture whatever he would be watching if he were standing there in real life without a camera. This added to the realism of the movie. Instead of the shots being staged, the action happened naturally, and Charlie was instructed to capture everything like it was a documentary.
In 2002, a narrative version was filmed on DV but was never completed. This version was more of a traditionally scripted narrative. Other than writer/director Hergott, the rest of the cast and crew were completely different. The movie stared Amanda Swisten (Girl Next Door, American Wedding) as a similar character to Rae-Lyn only the character's name was Misty. Of the scenes shot, there was a confrontation in a restaurant demanding repayment of money, and a final scene, shot on at a train station between the two main love interests. Hergott did not play the lead character that romanced Misty, but did play Dorian who was a corrupting force for the naive Kevin. In the 2005 version the Kevin and Dorian characters were merged, and the movie was shot in a more documentary style.