Director Sean Cain took the lead role of Pelle Svanslos only after he couldn't find any actors willing to go through the heavy-duty torture scenes required for the part. During the course of the movie, Pelle was to be tied up, beaten and have his head shaved on camera.

Actress Bonnie Steiger who plays TV host Sharon Sharalike in the movie is a real-life television personality in the San Francisco Bay Area with her shows, Movie Close Up and Below San Francisco. In her twenty-something years doing this she's interviewed such actors and directors as: Jeff Bridges, Kim Basinger, John Waters, Divine, Kitten Natividad, 'Tab Hunter' and Paul Bartel.

Producer Melanie Doyle plays seven roles in the film. Not only is she the pregnant lady who loses her baby, but she's also a stand-in for Isdora during the gun battle, a P.E. Swat team member, a security guard in the elevator, the voice over for postpartum depression, a devious poisoner and a fan of The Shaver.

After principal photography was completed in late 2005 Cain decided he wanted more action sequences. It was his relationship with fellow director Jeff Leroy that helped him to achieve that goal. Leroy, known for his miniature effects, built a replica of the Los Angeles location and then blew it up. The most expensive scene in the movie not only included the pyrotechnics to match up the miniature explosions with the real location, but scores of extras dressed up as policemen, firefighters and sign wielding fans of the movie's protagonist, The Shaver.

"Naked Beneath the Water" was originally self-released by director Sean Cain in 1995 on VHS through underground magazines like "Film Threat" and "Alternate Cinema". The new DVD version released in 2006 only retains about 40% of that original film.

After watching the 1995 version of Naked Beneath the Water, director Victor Salva trimmed a drug overdose scene in his film, Bad Heat - Highway des Todes (1995). He said the violence in this film made him sick to his stomach. He would then go on, years later, to direct the extremely violent, Jeepers Creepers - Es ist angerichtet (2001).

Director, Frank Henenlotter wanted to release the 1995 version through Something Weird Video, but because there was only a temp score until the DVD version came along the film had been collecting dust on a shelf.