 Balderson said this was because Hopper's involvement in the film did not result in financing, so he reverted to his "original vision" of having the same actor play the parts of both Frank and David, and Hopper was "forty years too old" to play David.The film was shot in Wamego and the surrounding area over two months in 2003, on a budget of just under $500,000.The Ottaway carnival, a real carnival that visited Wamego regularly, was used for the carnival scenes, with local residents as extras.