Inspired by American Graffiti (1973), the original screenplay contained a DJ character who broadcasts throughout the film. The DJ's asides were written as the film's narration and the songs he introduced were written into the screenplay as lyrics for cues to be composed by Jordan Lehning.
Actress Tia Shearer was introduced to the producers during an open casting call. She was approached to play the part of Addy when the availability of previously cast Leah High became uncertain. After resolving the issue and impressed by her audition, the producers asked Shearer to play Anne Haran instead.
The opening sequence was edited together from camera tests shot by 2nd unit cinematographer Michael Ragen during a swimming lesson for Shellie Marie Shartzer. The footage was never intended to be used in the film.
Andrew House was the original cinematographer for the film. He was forced to leave during Pre-Production after having only completed several trick photography camera tests of Cody DeVos portraying both lead characters.
Makeup Effects Artist Jessi Baker was introduced to the directors while working at The Devil's Dungeon haunted house in Nashville. The filmmakers were there searching for cheap coffins for the funeral sequence.
The film took four years to complete. Writing of both the screenplay and music began in 2004, shooting was done piecemeal over the course of three shoots lasting from August 2005 to December 2006 and Post-Production lasted until September 2008.
In addition to the Lehning Brothers all three lead actresses sing on the film's soundtrack: Tia Shearer on "Rody Please" - played during Rody's introduction, Leah High on the Brian Eno cover "St. Elmo's Fire" - played by the band at the party, and Shellie Marie Shartzer on "The End" - featured over the ending credits.
Based on requests from film festival audiences composer Jordan Lehning went back to the film's music stems and finalized all songs for a soundtrack release (credited to The Non-Commissioned Officers). Upon its completion (realized to coincide with the film's appearance at SXSW) the album's runtime eclipsed that of the movie by 20 minutes.
In August of 2006 Production was halted with the firing of lead actress Shellie Marie Shartzer. After several months, tensions were settled and filming resumed for the needed one week of principal photography in mid-December of 2006.
Acclaimed country music chanteuse Caitlin Rose can be heard performing backing vocals on the soundtrack as well as providing ADR voices for several bit parts in the film (e.g. parking lot girl and the girls at the tennis court).
Synthpop group How I Became the Bomb wrote several songs for the film, but due to licensing issues the tracks were unable to be used in the final cut. The three songs, which appear on HIBTB's debut album "Deadly Art," synchronize with certain cues written as replacements by The Non-Commissioned Officers. The Bomb's "Harvest" was replaced with "Ride", "Atlas" replaced with "Bury That", and "Blood Will Tell" with "West Winds 2".