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Although there is no sex, nudity, or violence in the movie, many parents were reluctant, if not unwilling, to allow their children to participate in the film. Ann Goulder (the casting director) and I described the material as "unsettling," and some of the parents would retort, "sick" or "depressing," which I took as a compliment, as that reflected the world I was trying to portray. Unfortunately, there were many more parents who found the script "delightful," and this had me concerned, particularly when I could see the forced frozen smiles of their children.

Ann and I spent many weekends combing the malls in New Jersey, handing out audition flyers to 11-year-old girls who showed signs of self-loathing and misery and 13-year-old boys who looked mean and like they could beat me up. For the most part, unfortunately, we found the kids were what they looked like. The role of Brandon McCarthy, consequently, had to be rethought, because the dumb and ugly types I was originally seeking turned out to be just too dumb and ugly.

Heather Matarrazzo, the (then) 11-year-old who plays Dawn Weiner, acted in almost every scene in the movie and had to be on set every day of the shoot. She is an extraordinarily vivacious and friendly girl, alternately "mature" and, naturally, juvenile. The fear was that her mother, who didn't really know anything about film production and wasn't interested anyway, would decide that Heather had had enough and enroll her in summer camp, chalking it all up as a learning experience. This might have happened, but for the fact that Heather actually loved being on the set, and for as many hours as possible. Perhaps most remarkable of all, no one got sick of her.

The film was shot during the summer of '94 in West Caldwell, New Jersey.