Director Marc Cushman and the JKP production company began two days work in August 2004 thinking they were about to shoot a scripted feature starring contract girl Cindy Crawford called "My Living Doll." But Cindy called in sick the morning production began. So Markman and his cast and crew made up a porn parody about a porn shoot, showing every thing that they had experienced could and often would go wrong. "My Living Doll" was shot two months later and proved less successful than this shot-from-the-hip movie that took its place.
Marc Cushman used his pseudonym Penny Nichols on this movie to appease the JKP Board of Directors who were pushing Jill Kelly to use more female directors. As in in-joke, with the blessing of Kelly, Markman dressed Dick Smothers, Jr. in drag and had him appear on camera as the porn-woman-director-from-hell, Penny Nichols.