The film stars Juliette Lewis, Gina Gershon, Callum Keith Rennie, Kelly Harms, Camilla Rutherford, Peter Stebbings, and Mickey Rourke.

Mickey Rourke played sleazy gangster Eddie and Gina Gershon portrays his tough-as-nails moll Lily Warden.

[citation needed] During location filming on a Toronto street, a woman was arrested for causing a disturbance after the filmmakers called for silence and she refused to stop blowing a whistle.

[citation needed] Segments of the film were shot in Kensington Market, including inside Shampoo Hair Studio on St. Andrew St., which was rented and converted to look like a donut shop.

[3] Jason Gorber from Filmfest.ca stated that "Bruce McDonald directs a mostly American cast in a staunch Toronto film" and gave it "Fresh" rating.