This movie was one of a three picture deal with PM Entertainment originally intended for Loren Avedon who turned it down looking for something bigger and Don Wilson signed on instead. The two other movies were Out for Blood (1992) and Cyber Tracker (1994). Avedon later said that he regretted his decision.

Richard W. Munchkin had only two weeks to write the film's script. He purposely based the story on William Shakespeare's "Romeo and Juliet" so as to save time with writing.

The film took approximately six months to complete: writing began in December 1990, filming commenced in February 1991, and the first screening took place in June of the same year.

The shop which Julie works in - The Aardvark's - is a real thrift store located on the corner of Market Street and Pacific Avenue in Venice Beach, Los Angeles.