The scene in which Wesley has phone sex with Lilah was written by Joss Whedon when the episode came in short. Alexis Denisof explains that throughout this season his character is "flirting with and investigating the dark side of himself. He's looking at his relationships with all the people and with Angel, and he's definitely looking at his whole purpose and trying to figure out how he wants to be. There are going to be some things that really surprise the audience, that they'd never expect of Wesley."
Andy Hallett said this episode was his "favorite-favorite-favorite!" because the cast and crew got to go on location to Las Vegas. He said, "I've always wanted to have like a Vegas show, so it's like a real Vegas show...except that all the people sitting in the audience were getting paid to be there."
In the scene where Fred, Gunn and Lorne flee through the streets from the security guards numerous onlookers can be glimpsed in the background held back by barriers. News of the series filming in on location had leaked and hundreds of fans had turned out to watch.
This episode was filmed on location in Las Vegas. "We shot from six at night to six in the morning for five nights," recalls David Fury. "It was like a movie shoot, we were real stars."
One of the scrolling banners in the soul-trading room reads DEAL WITH DISNEY TO RUN NEW ABC SERIES, referring to co-creator David Greenwalt, who left the show earlier that year to produce Miracles (2003).