This film was originally a TV series based on Cruel Intentions (1999) titled "Manchester Prep" with three hour-long episodes filmed: the pilot (#1.1), Pretty in Plaid (#1.2), and Disfunction Junction (#1.3). They were scheduled to premiere on the Fox network in the fall of 1999, but the show was canceled before any of the episodes aired. The scene where Cherie has orgasms on the horse in Episode #1.3 reportedly outraged Fox chairman Rupert Murdoch. New explicit scenes and dialogue were added to footage from the pilot and the first two episodes to make this film. The plot was reworked to serve as a prequel to Cruel Intentions rather then a re-telling.