In betweens takes, actor Adam Zuckerman went into a nearby pizza deli equipped with his pellet pistol. The clerks inside the deli did not believe Zuckerman when he said that it was a prop gun for a movie, and called the police. The police arrived and nearly arrested Zuckerman and all cast and crew members on the site.
A key actress dropped out at the last moment, causing frantic rewrites, which still did not fill the entire script. Because of this, much of the onscreen dialogue in the first third of the film was improvised.
Due to the film's ultra low-budget, none of the actors received salaries. They were given 1% of the film's gross.
Due to film's low budget, nearly all locations were lobbied by co-producer Karen Cruse to be free of charge, in trade for promotion in the film. Other locations included Cruse's own home (character Dwight's home in the film) and the apartment scenes were filmed in actor James Kerr's apartment.
The hotel scenes were filmed at the Comfort Inn in Lorton, Virginia. Several of the actors were given free rooms to stay in during filming; and filming was allowed free of charge in return for promotion of the hotel in the film.