The film was shot in two halves almost a year apart.
During the long hiatus, actress Algina Lipskis left the production due to creative differences. She was replaced by Kelly Wenham, but Wenham had to pull out shortly before filming the second part due to illness, and she was finally replaced by Katia Winter.
Mark Owen wrote the first draft of the film in April 2006, when taking a nostalgic walk along the field he used to grow up with, by his grandparents' house. It was the location and its distinct surroundings that inspired him to make a science fiction film there.
The costumes were originally intended to have a Japanese Manga feel about it. In the end, it was decided that a more subtle, stylized and funky look was the answer. The short, curled blue hair for 'Blue-haired Helen' was a tip of the hat to Lt. Gay Ellis in 'Gerry Anderson''s UFO (1970). The obvious purple hair was replaced with blue. The costume look for the normal 'Helen' was inspired by 'Denise Richard''s Christmas Jones in The World Is Not Enough (1999), with minor changes.
During production of the second part of filming, the shoot was interrupted numerous times by several bizarre incidents, one of which was approximately a hundred sheep being led into the field that the crew were shooting in, despite having an exclusive location permit in place with the owners.