Writer/director Eric England said it was very difficult finding an actress to play the lead. Some people didn't want to do it because the pay wasn't good. Some of them thought the content was too bold and they didn't want it to be sketchy, and then some of them just had scheduling conflicts. They finally found found Najarra Townsend, who really wanted to do it even though her agent and reps told her not to. England sat her down and warned her making the movie would "suck" because of the extensive make-up effects, and joked that no one was going to have sex with her after they see the movie. But she said she didn't care because she loved the script, so they cast her.
When asked how he come up with the idea for the movie, Eric England said, "The idea came from really wanting to do a movie in sub-genre of a disease and infection and looking at that from the end and asking myself; 'How can I get to that point?' then reverse engineering it in a way. I also wanted to tell a really intimate story about a girl and I thought it would be really cool to use sex as a way to introduce this virus and then let it spiral out of control and let it reveal itself to be something else at the end of the movie."
The script originally had more sex and nudity, but director Eric England said producers J.D. and Raphael, who were Orthodox and extremely religious, made him cut almost all of it out. England then ended up taking a very art house approach to the film which he felt added a layer of sophistication to the movie because it's not a very graphic and sexual film.
Shot in 15 days.