The film is about three suburban year-old boys who find themselves behind in "the battle of the sexes," believing they would regain the upper hand if they could just see a real, live naked lady. Shot in various locations in Pittsburgh, Pennsylvania , Cincinnati and Lebanon, Ohio , the story is set in an Ohio suburb named "Middleton", outside of an unnamed city for which Pittsburgh was used. The film was originally set up with Joe Dante to direct and his frequent partner, Michael Finnell , to produce, but they left the project over disputes regarding the budget and their fees. Three junior high school boys—Brad Adam LaVorgna , Frank Michael Patrick Carter and Kevin Brian Christopher —travel from their bedroom suburb of Middletown to the city, bringing money with hopes of seeing a woman naked.