The episode was directed by Kim Manners, who was extremely pleased with the final result. He said, "It was a lot of fun to shoot that show. It was the first show that the Gunmen carried and I had a real good time shepherding Tommy, Dean, and Bruce, 'cause they were nervous, they had the whole hour to carry." One scene with which Manners was extremely pleased was the shot in which Susanne Modeski breaks into the Lone Gunmen's hotel room and the Gunmen cower in fear in a corner. Manners was inspired by the 1939 film adaption of "The Wizard of Oz", more specifically the image of "the Scarecrow, and the Tinman, and the Lion ... shaking behind Dorothy." In the end, Manners felt that the sequence "really worked out well".