The character of Betsy was based partially on the director's paternal grandmother. She attended Indiana's Purdue University and spent summers in New York with her grandfather who worked in the fashion industry.
Alice refers to Tom as someone who "poked too much fun" at her and "had nothing to say". Tom was modeled on an ex-boyfriend of the director's mother with the same name and qualities.
Inspired in part by a childhood friend of the filmmaker's confession of bi-sexuality.