Jennifer Tilly discussed trying to avoid an NC-17 rating in a 2014 interview for Vulture. "The Wachowskis took the film to the ratings board and they instantly got a NC-17. It was unbelievable. The Wachowskis said, 'It's homophobia! Clear and simple,' because all you saw was one of my breasts, you saw two of Gina's breasts, you didn't see any genitalia, you saw my hand. The MPAA said, 'Because Jennifer and Gina are such good actors, it looks like she's really giving her a hand job.' And the Wachowskis said, 'Let me get this straight. If they weren't such good actors, you would let it go through?' And the MPAA sort of said, 'Well, yeah.' It was really sad. We ended up having to sub in a different take, I think it was take seven, where the camera accidentally dipped and missed my hand. The take that we ended up using, it was before we got all the kinks out. They had the door to the bathroom open wider, so it was brighter in the room, where the take we wanted to use had a lot of shadows. The makeup person had sprayed us with sweat, so it looked like we were really going at it. It was sort of more graphic. And Gina didn't like this other take. She said, "I was overacting with my feet! Then, at the end, all of a sudden my breast wanted to get on frame, and it fell into camera like, boom! My breasts are really big, so it was a little more pornographic than Gina's fashion-plate breasts. In the perfect take, I was raised up on one hand, kind of watching her, and I'm not sure you could see either of my bosoms, maybe a little sideboob. And in this take I was down on her, so my breasts were touching her breasts. I felt like it was ten times more graphic than the take that we wanted to use, but apparently, because you miss the hand, it was like, you missed the hand but you gained a breast. But because you miss the hand, the MPAA said it was all right."

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