The film was originally slated to be a country music video for the song "Counting My Lucky Stars" sung by Larry Bagby written by Mike Stinson. The director likes the concept of the song so much she decided two days before to make it into a short film to pitch for the feature version.
The interior house scenes were shot in a remote cabin in the Park City hills... a few of the cast and crew slid off the road getting to and from the location.
The short was filmed in 8 days, in three sections. The music video and short film footage was decided between the shot list. The first four days of shooting the production got most of what they needed then, decided after editing, to add in more of the story line. The producers and a small crew took a road trip it to Vegas and Santa Monica.