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The cast includes Guinevere Turner and V.S. Brodie, who had appeared together in the 1994 lesbian-themed film Go Fish and The Watermelon Woman, as well as Dunye, Lisa Gornick, Skyler Cooper, and Deak Evgenikos.
The film's plot was based on a song of the same name by Christian band Go Fish, whose name was inspired by one of actor Brad Stine's stand-up comedy routines.