Director David Sowden began writing the film by asking himself, "If two people are in a car arguing, where are they going, why are they arguing, and what happens to them?"
Carter Frost was the only actor to have stayed with the project from its conception to completion. In fact, the role of Mark was written with Frost in mind.
Melissa McCurley was the third person to be cast in the role of Cathy after two previous actresses abandoned the project. McCurley was given the part literally the night she auditioned. What impressed both Sowden and Zebrun the most was her interpretation of the role. Others who had auditioned made Cathy an angry and edgy character, while McCurley brought an innocent charm and quiet naivete to the part; seemingly oblivious to her drug addiction.
There are several references to the film Harvey (1950) littered throughout the movie. Harvey is a favorite of both Zebrun and Sowden. When Mark is on the phone with the 9-1-1 operator, he says that she lives on the 18th block of Fairfax, which is where Mr. Dowd first met Harvey. Later, when Mark is telling Cathy that he set up rehab for her, he mentions the doctors name as Sanderson. This is the name of the young doctor in the film.
At one point both Zebrun and Sowden considered expanding the film to a feature-length running time by adding flashbacks showing Cathy and Mark's first meeting, date, etc. In the end, scheduling conflicts between McCurley and Frost did not permit that from happening.
David Sowden: [airplane] When Mark is leaving Cathy's apartment, an airplane can be heard flying overhead. This was an audio blooper that was incorporated into the scene because David Sowden liked the novelty of it. An airplane can now be heard in subsequent productions that are directed by him.
David Sowden: [long takes] When Mark discovers the drugs in Cathy's apartment, the entire scene is done in one long take, thus emphasizing the reality of the sequence.