The film was shot in 5 days, with the cast living and shooting in a highly film-frequented dilapidated mansion on the Hudson River. Peggy Ahwesh had just finished shooting a film there the week before - a shoot the crew stumbled on when attempting to scout the location.
Both main roles were written for the actors who played them. A chance encounter with Mickey Sumner at an after-party for one of her mother's films lead to the writing of the script. DP Jason Martin signed onto the project nearly 2 weeks before shooting.