Writer/Director Ben Rider originally intended to adapt A Midsummer Night's Dream into a musical. He abandoned the idea when he decided his vision to interpret the play as a post-modern homage to German Expressionist cinema, particularly the works of German filmmaker F.W. Murnau, mixed with the stylistic films of Guy Maddin, such as Archangel (1990), would be better suited to the surreal elements of Shakespeare's writing.
Beside five actors, the entire cast had previously worked with writer/director Ben Rider. Most actors were offered specific parts in the film that Rider had written with them in mind, or signed up prior to their scenes being written.
Principle photography with the cast of the film was completed in seven days over three months. The superimposed exterior shots were shot sporadically without a crew by Rider himself.
As several actors signed up days before filming commenced, the script was continuously being added to during production. The last addition, which provided Alice Fofana with dialogue for her Wild Mushroom and Doll characters, were completed minutes before she performed it for the recording. This was during the last hour of principle photography.
The scenes shot with the cast were entirely lit using torches only.