In the fall of 2005, writer/director Wade Wofford was gearing up to begin his fifth feature-length screenplay. He had recently completed production of his production company's (Dedalus Films) first work, a short entitled Assailable. Nearing thirty and frustrated by the rat-race of trying to get screenplays into the hands of producers and agents, Wofford decided to structure his next story around locations and a cast he had access to.

The idea for a script based on the breach of human perception had always fascinated Wofford. He formed a theory that there are three primary "modes" of perception: aesthetic, social, intellectual - and decided the story would be best split into three distinct pieces - with each character representing one of the modes. The characters immediately revealed themselves: an artist (aesthetic), a businessman (social), and a student/thinker (intellectual). Conflict was immediately birthed, as history dictates that the artist is at odds with the businessman, and the thinker is at odds with the entire world.

Being set against the backdrop of New York City automatically gave the story texture, and Wofford wanted the film to be hyper-realistic. He scripted the majority of the story to take place during winter, when equipment rentals and crew would be less expensive - and decided that the brutality of winter would be an actual character in the story.

In order to afford the project, Wofford had to hold down a full-time job during the shoot, so he would need to shoot most of the film on nights and weekends. He used this to his advantage as well, deciding that the story would span a period of time - winter's transition into spring - and the change of seasons would be real - thus lending to the film's grit.

Wofford's experience as a gaffer and light designer had taught him that indoor shoots require complex light setups, and lighting can stretch out a production. Therefore, he wanted much of the action of the film to take place outdoors. "Who spends a lot of time outdoors in New York City in the winter?" The answer was a simple one - and the principle character was decided to lead a homeless life, which enriched the story further, and added great complexity to the artist's struggle.

Even more of the characters' personalities and lifestyles within the story were born from similar logistical/budgetary necessity. Acquiring locations within New York City on a shoestring budget is no simple task. "A friend manages this restaurant on Chelsea Piers," Wofford reasoned, "so there's a key location. And another friend's parents own this great apartment overlooking central park, so there's another location." Tobias became the struggling thinker waiting tables for a living, and Ralph found a home overlooking Central Park--one that suited a successful real estate salesman.