The film was spawned by a visit to Georgie's Beachside Grill in Newport, OR for a meal of Razor Clams. Dana asked the hostess how many calories were in the dish because of his being on a diet. Jose Cacho, the head chef of the establishment took time to determine the exact calories (which was around 1300 with two breaded, large razor clam steaks and fixin's). This led to Jose talking with Dana for a while and the inspiration for the film was born. It was originally about the fear of calories manifested into a clam. Jose Cacho plays the waiter at Georgie's in the movie, which generously allowed SCi CO to shoot within its walls.