The film was originally conceived to be shot as an entry for FOX's "On the Lot".
The film was scheduled to be shot in one day, in one location (a bar in Boonsboro, MD). After multiple delays over several months, including the bar owner having a heart attack, the entire schedule was re-worked and the film was shot on green screen instead.
Rachel Anne Warren was originally cast only as the singing voice of Alice. When the original Alice dropped out, she assumed both roles.
The director and lead actor found out they worked for the same government agency long after he had been cast in the lead role.
The original plot of the film was "two guys and a tank steal a device from a military base." When Chris Smith asked Tina Boyle if her co-worker would let them borrow his tank, she suggested the film become a film noir instead and that one of the guys be changed into a girl. And she had to sing.