The production used many locations in Mankato, Minnesota, without permits or permission. The only place the production encountered any static was the Mankato Arts Center.
The character of Franklin was not originally intended to be played by a Native American actor. When Steve Hurley arrived at his audition, he insisted on playing a villain and said he would never play a character named Sibley. That left only the character of Franklin. The director decided to rewrite the character and cast Hurley in the role.
The majority of the movie is in black and white. There are three scenes filmed in color. According to the director, the color moments represent the characters' moments or places of peace (Lisa's photography is shown in color; When George is hypnotized, he fantasizes about mermaids in color; and when Wendy goes into the church to confess, the stained glass windows are in color).