The budget was so low for this film that only two-hundred and fifty dollars ($250) was allotted to the Makeup department. Amazingly, the film's artists were able to work within that figure, and the film's Makeup and Hairstyling won an Oscar.
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Jared Leto stayed in character as Rayon throughout filming. At one point, he went grocery shopping in character at a local Whole Foods where he received numerous stares and double takes.
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Matthew McConaughey lost 47 pounds in assuming his role as an AIDS patient. Newspapers reported his new looks as "terribly gaunt" and "wasting away to skin and bones."
The "Rayon" and "Eve" characters didn't exist in real life.
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Such were the budgetary constraints on this 25-day shoot, no customary lighting setups were used for the only camera that was hand-held for takes lasting up to 15 minutes. Rehearsals were excluded and, to the relief of the actors, no post-production looping requested.
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During the mid-1990s, Dennis Hopper was attached as director with Woody Harrelson as Woodroof, but financial backing was impossible to secure.
Rayon calls Woodruff "Lone Star" at one point in the movie. Matthew McConaughey in fact starred in Lone Star (1996)
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During the movie you can see a poster of a red Lamborghini Aventador in the office that Matthew McConaughey opens up.(oui...et ?)
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Cameo
Adam Dunn: The Major League Baseball player, a friend of producer Joe Newcomb, helped finance the film and appears in the non-speaking, uncredited role of Neddie Jay, the bartender.
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Spoilers
The trivia item below may give away important plot points.
Mathew Mcconaughey's character tells Jennifer Garner's character 'check ya later' before leaving for Mexico. Mcconaughey also says this line in his first film role, "Dazed and Confused."