Shot over the course of Summer, 2003. Everyone in the cast was 16-17 during filming; director Brian Rawson bought the camera with a bonus he'd received for working at FYE during the 2002 Christmas season. No one involved had studied film making before. They initially started shooting the film chronologically, as opposed to at each location; they didn't realize until late into production they could shoot every scene taking place at a given location before moving on to another location. As a result, it sometimes took days to film two or three scenes, as they'd shoot a scene in one location, drive to the next location, then drive to the next location.
Intended as an homage to the films of Ed Wood, who was director Brian Rawson's favorite filmmaker in high school. Many of the goofs and overall poor quality of the film was intentional, such as the action stopping so The Being in the Trenchoat (Aaron Marler) can walk off set when the Insurance Salesman arrives at the Client's house. However, the poorly dubbed dialogue was not originally part of this ethos; after it became apparent that the camera's microphone wasn't picking up audio very well, Rawson made plans to redub the entire movie at a friend's father's professional recording studio. The day everyone arrived--months after filming had ended-- they realized no one still had a copy of the script. Rawson made the last minute decision that everyone would just recite their dialogue from memory to the best of their ability, and improvise the rest.
Brian Rawson and Aaron Marler were, at the time, in an experimental noise band called Melsondorph the Powerful; Jacob Hacker had a solo punk/noise act called The nORD. All three chose to be credited under the names of their respective musical acts. Preston Fassel, the only member of the cast who was not a musician at the time, chose to be credited as "Julian Sawalha," a reference to actress Julia Sawalha.
The four stars of the film were also responsible for lighting, wardrobe, special effects, and camera work. As a result, all four stars are credited as cinematographers, and the four main characters never appear onscreen at the same time, since someone always had to be manning the camera. Most of the costumes came from Preston Fassel's own wardrobe, explaining why many characters' clothes appear oversized (at the time of filming, Fassel was 300lbs; everyone else in the cast weighed in the 120s-150s).
The movie was intended to end with a shot of the world exploding, but no one could figure out how to do it effectively. For most of filming, the plan had been to fill a blue balloon with water, paint the continents on it, and then shoot it from off screen, but no one could secure a safe and appropriate location to fire a gun, so the idea was scrapped.