With the momentum of having shot two movies earlier that year, in the fall of 2002 director Sean Weathers and producer Aswad Issa set out to cap off the year with a bang by doing the principal photography on a possible 3rd feature. Sean wanted to write a script that would be easy to shoot and at the same time meet his personal and artistic requirements. The result was a uniquely structured psychedelic giallo that was both episodic and non-linear while at the same time incorporating the sequence approach developed by Frank Daniel. The movie was written, cast, rehearsed, and principal photography was shot, within a two month span. The sequence of scenes with the Jennifer character were held off for over 2 years, until the right girl for the part was found. Although she was only intended to have 5 minutes of screen time, the actress that was cast impressed Sean so much that he extended her part, tripling her screen time and gave her credit as the lead.