The title for the film is derived from a song of the same name by the UK shoegaze band Moose.
The film is loosely inspired by Michelangelo Antonioni's film 'L'Eclisse' (Eclipse).
The film was shot over a period of five months shooting mainly on weekends.
During the casting actress Camille Bresie came dressed in the blue mod dress that was so well liked that it became the outfit she would wear for the role.
Director R. Scott Leisk worked as an audio engineer for a local Austin TV station at the time of production thus the reel-to-reel tape player used as a prop.