 Many of the characters and situations were based on director Keith  Diniellis experiences working in a small local theater during much  of the eighties and nineties. He used them as the basis for a short  film titled CHANGEOVER. When he went to film school at USC,  classmate David Young saw the film and thought it was awful, but  loved the idea of a movie set in a movie theater. They decided the  rewrite as a feature and make it their first endeavor after they  graduated.