The director and the cast spent two months developing characters and outlining the movie, using improvisations during rehearsals in order to create background for the characters. The final week of rehearsal the actors rehearsed using scenes that would lead up to the movie's plot.
Only the actresses, Emett Casey and Daniel Kaufman were on set. Both Kaufman and Casey had cameras and mics, shooting fifteen minute takes as if they were shooting a documentary. Takes were usually done three times over for each scene.