Shep (Nelson Teague) originally had a much bigger speaking role, but his voice was cut to add a more ominous tone to his character.
Filmed on a budget of $300 in less than a month with a hand-held camera. Most of the props were bought at garage sales.
The original script, entitled Songsick Wasteland, was simply about a guy who was too cheap to take his girlfriend on a date, so he took her for an afternoon drive. The second draft added the "end of the world" concept, but had much more of an emphasis on Casey ('Matthew Dorsey') writing a song that could be the last song on earth (or so he wanted to believe.) It wasn't until filming began that the story became a more character driven piece.
In the scene where Casy ('Matthew Dorsey') is introducing his graves, he names "The Greens" and "The Burtons" - references to David Gordon Green and 'Tim Burton'.
The character of Diana (Tara Mathewson) was originally much smaller, but was beefed up to make her more of an antagonist alongside Aaron.