[2][8][9] Billy Mitchell, a recent college graduate, falls in love with Virginia, a patient at his father's mental institution just after the civil rights movement, in Tuscaloosa, Alabama.

Mitchell is torn between helping his slightly crazy girlfriend escape, maintaining a friendship with his childhood friend, and making his successful father proud of him.

[10] The film was shot entirely in the state of Minnesota,[11] with a number of scenes taking place at Carleton College[12] and some at and around director Philip Harder's home.

He approached Pixel Farm, a Minneapolis-based visual effects company that Harder had worked with regularly on music videos and commercials, to create the movie.

Production was set to begin around the late 2000s, with a $3.4 million budget and Thora Birch in talks to star.