Midnight Clear was originally created as an anime feature developed by D7 Studios Inc., in which the entire movie had been recorded over several weeks by voice actors and much of the animated film storyboarded.
The concept of Upon a Midnight Clear was loosely based on Charles Dickens' Christmas Carol in which the main character is visited by three spirits on Christmas eve.
In the original script Frost Allicaster spoke French often and played 'Air Piano' while walking about the school. While nearly all of this activity was removed during principal, due to discussions with the actress, there is a scene where Frost and Rachael speak at dinner in which Frost refers to herself in the story by the name 'Francis' in reference to her aversion towards speaking French.
The entire film was shot on the Red One camera.
The film used over a hundred and thirty actors and over 30 different locations and was filmed in 21 days. Arik Renee Avila's previous experience involving live action film included only a single 48 hour film competition 3 weeks before principal photography.