To find an actor for the role of Edgar Dimsdale, Oren posted on Craigslist. The posting attracted a lot of aspiring older actors and resulted in Oren being bombarded with actors resumes and headshots. In the end, he used none of the actors and used co-worker, Stephen Childs, instead. He was unsure about how to approach Stephen for a role where he needed "somebody who looked like he was going to die soon" without inadvertently offending him.
The movie was shot mostly on a consumer 1-CCD Digital8 camcorder with almost no budget. All of the interior shots were people's apartments or houses. The actors and crew were generally friends.
Both versions of the soundtrack were written days before the film was finished after Oren realized that he would need to have rights to any music played.