'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 Jersye, 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 Matarazzo, the (then) 11 year-old who plays Dawn Wiener, 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 Heather would lose interest in the movie after she discovered how tedious and dreary the film production process is and tell her mother midway she'd rather enroll in basketball camp (her original summer plans). But, amazingly, she 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.



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