 Filmed in just five days, using the same set and much of the same  cast as _Smoke (1995)_ (qv). The premise of the film came to  directors Wang, Wayne (qv) and Auster, Paul (qv) while watching  an improvisation session between Keitel, Harvey (qv) et. al. to  help them get into character for filming _Smoke (1995)_ (qv). They  decided that the improvisations were so funny that they would spend  a few days after shooting Smoke just filming film is almost entirely  improvised. Auster and Wang claim to have "borrowed" the idea of  shooting another movie on the back of an existing one from  Corman, Roger (qv) who often used to shoot movies very quickly on  leftover sets from other productions.