The movie is based on a best selling indie comic book series that had fans go to a "You Cast The Movie" section of its website to offer casting suggestions for the movie. Celebrities such as, Ben Browder, Judd Nelson, Marc Donato, Chanel Ryan, and Ali Faulkner, were selected to play roles in the movie, as a result.
Judd Nelson was cast as Headmaster Nash as an acknowledgment of the similarities between this film and The Breakfast Club (1985). Ironically, the character of John Bender from Breakfast Club is a bad boy, and in this film Judd's character disciplines bad boys and speaks of them quite harshly.
Fans of the comic book series, who followed the creators to signings and conventions around the world, suggested that "bad kids" who helped promote the comic franchise at comic-cons be given roles in the movie on the "You Cast The Movie" portion of the comic's website. As a result, the producers gave them opportunities to audition for the movie and even selected a few for cameos and supporting roles.
Amanda Alch, who plays the nerd, Megan, did the classroom strip scene wearing pasties because she didn't want to be topless in front of the cast and crew. She then came back after the scene was shot to have her nipples photographed so they could use computer effects to put her own nipples back on her breasts in post production.
Most interior shots were filmed in a sound studio in Austin named Spiderwood. Other shots, including exteriors, were filmed in the Dallas area at parochial private schools and a synagogue, including a Catholic prep school, a Jesuit prep school, a Methodist university.