A five-week shoot in Las Vegas began on December 13, 1999. Paul Nicolas, the film's director and producer, said, "We could have shot most of it in L.A., but just by being here, you get a lot of ideas. Just by driving around, you can see what Las Vegas has to offer." Nicolas said about the Las Vegas Strip and downtown Las Vegas: "seeing the sights, we're trying to write little scenes to incorporate them in the story." Approximately 14 local actors, as well as 500 local extras, appeared in the film.