Shot in two days and nights in Manhattan and Teaneck, a New Jersey suburb. The director, Jack Gattanella used his own home and where he works as the locations for the interiors.
Jack Gattanella wrote the script in one night after watching When Will I Be Loved (2004). He came up with the idea while walking to pick up Chinese food.
The paintings seen in the background of the living room scenes were provided by Stephen Horowitz, a local painter.
Director Jack Gattanella met the composer for the film, Rob Sbar by chance at a networking event for indie filmmakers in Manhattan. He hired Rob based upon some of the jazz compositions on his website, specifically the song "Blue Harvest". To give an idea of what he wanted, in a rough cut version Gattanella had the song "So What" by Miles Davis put over the scenes where Jerzy walks around inter-cut with Thora and Terry's back-room tryst. The fight scene and end credits music were improvised by Sbar; coincidentally Gattanella would comment later that it sounded very similar to John Coltrane's style of music, who also often worked with Davis.
Although they're meant to be two different locations, Terry's door to his house and the door to Jerzy's home, they're actually at the same house, the home of director Jack Gattanella, the former the front and the latter the back. After the original location for Terry's house fell through, the crew improvised to make the front of Terry's house distinctive, while the back of the house (where Jerzy exits to leave to walk and also near the end of the film) more basic as a back-door.