The film was shot in a total of eight hours and took two days to edit.
In the original draft, the film ended with Mary declaring her own feelings for Noodlehead and making a noodle wig of her own. However, Thompson felt that this was too cheesy and gave off a bad message, and decided to change it.
Noodlehead was originally played by James Alcazar, but had to back out of production due to scheduling conflicts. He was later replaced by Josh Outzen.
The film was shot with a Sony FS700 and edited with Final Cut Pro X.
Maya Claridge was the only actress who came in for an audition.