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Because the script did not have much of a plot (as the interviewed actors and filmmakers have stated), many of the actors were allowed to ad-lib scenes. Timothy Busfield recalls that he ad-libbed Poindexter's painful scream when watching the video of the girls dorm. Robert Carradine remembered that in the scene where he "serviced" Betty in the funhouse, his line was originally "All jocks think about is sports. Ever since we're ten, all we nerds ever think about is sex." He did not like the line and dropped the "Ever since we're ten" part. Curtis Armstrong recalls that it was by pure chance that Booger and Takashi ended up bunked next to each other in the gym and they improvised the running gag of them playing cards and Armstrong's line "What the fuck is a frush?"
James Cromwell has said that when he came up with the nerd laugh, after the other actors imitated it, he later realized - while driving home from the studio on the first day of production - it was his ex-wife's laugh.
The other actors were protective of Andrew Cassese, who played Wormser, and along with director Jeff Kanew made sure that the young actor did not witness or play a main role in the many scenes that earned the film its R rating. Cassese, however, was allowed to see the film when he was still below 17 years old and was very surprised by what he'd missed in filming.
These things were ad-libbed:
- [15:35]The Dean saying he has allergies
- [24:52]Gable's "Do you know karate?"
- [51:10]Lewis' "We love you when you're mad!"
- [52:54]Poindexter's painful scream during the Pi-watching scene
- [54:35]Takashi's "salad" comment in the locker room scene
- [55:48]The Coach's "Shit, we forgot to practice"
- Poindexter's date grabbing his crotch during the party;
Robert Carradine says that when he read the script, Lewis' laugh was described as a "goose honk" he was not sure how to do it. However, by chance the first scenes shot were of his father dropping Lewis and Gilbert off at college. When James Cromwell did the laugh, Carradine mimicked it.
On the documentary for the Special Edition DVD, it was revealed that many of the actors (including Robert Carradine, Curtis Armstrong and Timothy Busfield) initially did not want to do the film but gave in because the movie either paid well or it was a chance for some of them, who were struggling actors, to get into a movie.