The working title for the film was "Arnold Palmer", referring to the drink the waitress guesses Patrick will order with his meal. In order to avoid trademark issues, the name was changed prior to festival submissions.
Four of the five lead actors were cast on the strength of their videotaped auditions. Only Natalie Crystalle was cast through a scheduled audition. As a result, three of the actors flew in for the shoot and most of them only met each other a few days before filming. Gabriel Hamilton admitted that he and Michaila Skye only said three words to each other before rehearsing their "intimate" scene together.
When discussing a song as source music for the first diner scene, post sound supervisor Frank Laratta asked composer MacQuarrie if he had anything to drop in as temp music. MacQuarrie pulled up the one song he had written, that he never thought would see the light of day. It was a country song he wrote for his wife, "I Tip My Lights." They dropped it in, it sounded perfect and it became the source music for the scene, heard in the background on the "jukebox."
The first shot of the film was the Galaxie Diner exterior establishing shot. Moments after getting the shot and moving inside for interiors, it started raining. The following night, moments after wrapping the very last shot, the exterior close up of Stephen watching Melanie being dropped off by a co-worker, it started raining.