Bruce Timm said, "I didn't want to do this show from the very beginning. Sean Catherine Derek was big on doing shows with social messages. And my big problem with message shows, is that you can't solve the world's problems in a half-hour cartoon. If you raise the issue of homelessness, what can you do? It makes the episode look very exploitative, because you're just using the problem as an exotic background. You can't discuss the problem on any meaningful level in a 22-minute action cartoon. So I put in the dream sequence with Bruce in the barracks where these multitudes of people are looking to Bruce for a handout, and he doesn't have enough money for them all, and they're surrounding him and suffocating him. It's not enough for him to put a band-aid on the problem at the end, by offering the two guys a job. It just doesn't work".
Director Boyd Kirkland felt that Broadcast Standards & Practices (BS&P) undercut the script's essential message: "There was a sequence at the beginning where Batman is wandering around the city, trying to find out why people were disappearing. It was staged with homeless people hanging around on sidewalks: families, mothers and kids. They made us take all that out of the boards. They said it was too much for kids to see that maybe a woman or a family can be out on the streets. They specifically asked that we only show men as homeless".
The idea for this episode was conceived when Bruce Timm and the writers wondered what Bruce would do if he lost his memory and was forced to find a solution without gadgets or his costume.
This is the first episode where Batman is shown to be captured on screen, albeit out of costume. The previous episode, P.O.V. (1992), shows him captured, but it is strongly implied that it was part of his plan.
For the character of Boss Biggis, Bruce Timm mentioned how difficult it is to do "one time" villains and make them memorable. So it was decided that Biggis should be fat and revolting, with the actor George Murdock (who portrayed Biggis) eating food during his lines for authentic slurping/gulping sounds for the character.