The film was shot over 6 days, in 3 states, Pennsylvania, New Jersey and Delaware.
Stacey Thompson was cast at the last minute as Adam's girlfriend "Ana Ng" when the original actress who was cast, overslept. Stacey learned the lines on the spot and filmed three perfect takes.
The screenplay, with all of the characters speaking in rhyme, was inspired by Bob Dylan's song "Tangled Up In Blue".