Producers were searching for a theater to shoot the film when director Keith Dinielli got lost in Riverhead and happened upon The Suffolk Theater. Closed down in 1987, owners just locked the doors and walked away, leaving the theater to the town. The town of Riverhead graciously gave producers the keys to the theater and allowed them to shoot the entire film there for free.
Set in 1978, the film required period clothes and cars. Local cars clubs were enlisted to provide the automobiles while the Riverhead Salvation Army donated all the clothes for extras and background actors.
While attempting to replicate period New York license plates, art director Chris Hutchings, who was a California native, asked director Keith Dinielli, a New Yorker, where the license plates said "New York." The top or the bottom? Dinielli, in the midst of a production problem, replied, "I don't remember, try asking so old guy in the street." Hutchings did and the old man replied, "I don't remember myself, but I do have a stack of old New York plates in my garage if you want them." Half an hour later the old man returned and the plates were used to dress all the period cars.
Many of the characters and situations were based on director Keith Dinielli's experiences working in a small local theater during much of the eighties and nineties. He used them as the basis for a short film titled CHANGEOVER. When he went to film school at USC, classmate David Young saw the film and thought it was awful, but loved the idea of a movie set in a movie theater. They decided the rewrite as a feature and make it their first endeavor after they graduated.
While going to USC film school with writer David Young, Dinielli meet and became good friends with Jeef Bassetti, Chris Fetherolf, Keith Martin, Steve Ebersole, Jeff Mattas and Chris Hutchings, who were all roommates and attending various other films schools at UCLA and AFI. They all helped with each others productions and vowed to make their first feature together, which they did.