Gellar plays Joanna Mills, a tough young Midwesterner determined to learn the truth behind the increasingly terrifying supernatural visions that have been haunting her. Joanna has made a successful career for herself, as sales representative for a trucking company. But her private life has been difficult; estranged from her father (Sam Shepard), stalked by an obsessed ex-boyfriend (Adam Scott), and with few friends, Joanna fears that she is losing control. She sees and feels the brutal murder of a young woman she s never met, at the hands of a heartless killer - a man who appears to be making Joanna his next target. Determined to fight back, Joanna is guided by her nightmares to the murdered woman s hometown. Once there, she will discover that some secrets can't be buried; some spirits never die; and that the murder she is trying to solve may be her own.

Shooting began the week of March 11, 2005. The script was originally called REVOLVER, but during production, the name was changed. Film location was Austin, Texas with an estimated $15 million budget.

Rogue Pictures, a subsidiary of Focus Features, is producing. Focus co-presidents David Linde and James Schamus state, "Being able to help put a visionary director like Asif Kapadia together with a true star like Sarah Michelle Gellar is what makes our job so gratifying. This team will make a terrifyingly great movie."

Co-star Katherine Willis talks about working with Sam:  "I never know walking on a set what kind of temperaments I'll encounter. Sam was so unassuming and without ego on set. He talked a lot about his horses. While working, he was very specific in his work: the kinds of questions he asked, knowing how to give Asif what he needed as a director to make a scene work and cut together well. Because all of my scenes were with Sam, I was particularly impressed with how he looked out for me, at one point having someone get a blanket for me to lay on because I didn't mention to anyone that I was laying directly on a steel frame. Sam noticed. It was an education and a thrill."
 

Matthew Turner, View London:
The film does have one genuinely original moment – a creepy take on the old face-in-the-mirror scene that works brilliantly. Similarly, British director Asif Kapadi (who made The Warrior) uses sparse set design and low-key lighting to create an extremely effective atmosphere, it's just a shame that the plot can't live up to the direction... Despite the best efforts of both director and cast, this is ultimately disappointing, thanks to a lacklustre script that fails to properly exploit its premise.

Nigel Floyd, Time Out London:
Kapadia’s fluid storytelling and Roman Osin’s ravishing cinematography create subtle, unnerving menace out of flat vistas, decaying industrial architecture, claustrophobic interiors and old-fashioned in-camera effects. Sadly, Adam Sussman’s script is so thin you can see right through it.