The cast improvised dialogue during rehearsal, their comments were then transcribed into a script which was memorized for filming.
The film was commissioned by Technicolor as an experiment in transferring video to film.
This would be the final feature shot by legendary cinematographer Lee Garmes, closing a career of approximately 55 years.
The characters include:
· Herb Goldberg, a real-life psycho analyst, who plays Dr. Peter Carlson the man who asks all the meaningful questions.
· Jeannie Berlin (the daughter of Elaine May) plays Gail, a young single mother of a black child born out of wedlock. She is tormented by her bigoted mother's attitude toward her and the child.
· O.J. Simpson plays Bud, a professional football player who has issue problems with his conservative father, who coached Bud right into the pros.
· Cathy Bleich plays Jennifer, a pathological liar pretending to be a teacher who has problems with the hierarchy at her school.
· Linda Gillen plays Chris, a rich/spoiled brat who is pregnant with her boyfriend's child and is also addicted to heroin.
· Danny Goldman plays Bill, a homosexual, who starts off with attitude problems and then simmers down to tell his other tales of woe that came his way because he was gay.
· Tim Buckley plays Glen, a drummer who is upset about the break-up of his band.