Originally, Mike Patton wasn't going to play the leading role but only the smaller part of The Green Man. However, Patton was chosen to replace Dennis Hopper as Frank and Hopper was let go.
Both Edward Furlong and Paul Sizemore were attached to the project in the role of "Jimmy" before Jak Kendall won it.
The film was based on a real-life murder that occurred in Wamego in the 1950s, three blocks from the house where Steve Balderson grew up. According to Balderson, a traveling carnival visited the town each year on July 4. The murder victim disappeared on the morning of July 5, as the carnival was leaving town, and was later found to have been killed by his brother. Balderson changed the names and some details of the story for his film. He called the finished film "more fiction than fact" and not a historical piece.
Dennis Hopper was originally cast as Frank but dropped out before the film was made. Steve Balderson said this was because Hopper's involvement in the film did not result in financing, so he reverted to his "original vision" of having the same actor play the parts of both Frank and David, and Hopper was "forty years too old" to play David.
The Ottaway carnival, a real carnival that visited Wamego regularly, was used for the carnival scenes, with local residents as extras.
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