Director J.S. Cardone stated that one of the most challenging things he's ever had to do was convincing Izabella Miko to let a spider crawl up her arm.
Most of the movie was shot in and around a small desert town, Wellton, AZ, just east of Yuma, AZ. The hotel is still there and the gas station/store is the local mechanic shop. Wellton's population is just under 2,000 until the winter when "snow birds" from Canada and Northern States stay for the mild, warm winter weather then the population explodes to nearly triple. Wellton is also one of the top 5 hottest places in the world during the summer where temps can rise well into the 120's.
Kerr Smith was cast in the film based on his performance as Jack McPhee, a gay teenager on the network series Dawson's Creek; Brendan Fehr was cast based on his role in the sci-fi series Roswell. Cardone cast Izabella Miko in the role of Megan, who at the time was new to the film industry. To prepare for the role, Miko, who is originally from Poland, completed accent training in order to achieve an American accent.