This film was almost released direct-to-video. After a disastrous test screening of a four-hour version of the film, distribution interest dried up. The film was eventually pared down to less than two hours and released in theaters.
Director Marc Evans was worried that if this movie flopped at the box-office (like his previous two films), it would be the end of his directing career. Luckily for him, that didn't happen. After an initial lukewarm response, the film became a surprise sleeper hit.
Emily Perkins was considered for the role of Emma.
The title refers to the game "I Spy".
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