Writer/director Travis Betz had the basic story in his head, but he was having trouble writing it down until he saw his friend, lead actress Sarah Lassez, singing at a karaoke bar. This inspired him to start knocking out the script as a musical.
Writer/director Travis Betz got the idea for the story from his sick girlfriend, who spent a week making creepy moaning sounds in her sleep. It got so bad that he had to sleep on the couch.
Writer/director Travis Betz was having trouble casting the male lead because he couldn't find a strong singer. At the time, he was answering phones at the Messina Baker Entertainment Corp., and coworker Dustin Fasching eventually landed the role.
The five-day shoot for his previous film, Lo (2009), had proven to be such a logistical nightmare that writer/director Travis Betz decided there was no time frame to finish this film -they'd shoot it until it was done. It was filmed on the weekends over a span of two-and-a-half months.
An additional song, "What Is Wrong?," was cut from the film but released as a DVD extra.