Cruel Intentions 2 was originally supposed to be a TV pilot for a Cruel Intentions spin-off series called Manchester Prep. Originally set to air on Fox Television Thursday nights in 1999, the series was cancelled before it could premiere due to Fox TV executives' objections over obscenities. The three episodes that were shot were edited together to make the movie.
Subsequently, the film's plot—initially a retelling of the original movie—was reworked to become a prequel set during the main characters sophomore year at Manchester Prep. In the process some character names were changed, and new scenes featuring harsher language and nudity were added to the film before release — the most notorious being identical twin sisters Alicia and Annie Sorell kissing incestously during a nude shower sequence.
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