the episode was written by brian scully and directed by gerry cohen. it was conceived after the success of the first live "drew carey show" episode, which aired the previous year. improvisational segments were added to a basic plot, and producers chose to keep many elements of the episode a secret from the cast. the episode was performed live three times for the eastern/central, mountain and pacific time zones. it featured guest appearances by several "whose line is it anyway?" cast members and talk show host jay leno.