The Carnival/Freak location was filmed at a circus-themed bar called, CIA - The California Institute of Abnormalarts. Its located at 11334 Burbank Blvd, in North Hollywood, CA 91601. Every room is decorated with an eclectic assortment of ugly dolls, strange wall hangings, clowns, skeletons, and other spooky Halloween themed relics. CIA almost has a museum-like feel. Production was permitted only 4 hours to film there.
The same actor who plays Zeke, also play Rusty. Kevin Beardsley played the two characters. His first role was Zeke, Jebediah's sidekick growling brother. People who saw the first act really liked Kevin's performance as Zeke, and were sad to see that he was killed off so quickly. They wanted more of him. Kevin's second role was Rusty. To disguise himself, Kevin wore a wig, glasses, a suit, and talked with a southern accent. In fact, the editor of the film didn't even make the connection of the dual roles until he typed out the end credits.
The main actress was replaced mid-way through the film. Each act was filmed months apart. During the second act, Alexandria Lightford announced that she was pregnant. Production wanted to film rest of movie with her, but conflicting schedules made it impossible to get it done before she would start to show. Production decided another actress would have to jump in and take over. Erin Miracle, a local bartender, was their choice.
"Dead Kansas" was originally just going to be a 15 minute short. However, the cast & crew agreed another 15 minute short, continuing the story, would be fun. Eventually, "Dead Kansas" became a five-part web series. A limited number of DVDs, which include all the acts edited together, were printed exclusively for cast, crew, film festivals, promo bags, and video stores.
The zombies are called "Rottens". There is only one physical zombie, in full make-up, towards the end of the film. The other Rottens are never shown. They are only simulated via Point Of View (POV) in black & white. The camera acted as the Rotten's eyes in certain shots, while the actors reacted. As tempting as it was to use traditional make-up and show the Rottens, the director specifically chose POV to do something different. In fact, this (might be) the first zombie film to extensively use POV.