I started working on it in 2011 with the intention of it being an "ugly pretty" faux European show a la Urinetown by way of Danny Elfman, but I gradually grew more interested in reimagining, and not just adapting, the piece. The film only has about five characters: Alan, Francis, Jane, Caligari and Cesare, with everyone else being glorified extras. The more I worked, the more the town of Arkham Hollow (Holstenwall in the German film) began to fill with outlandish little characters, some expanded from the film (the random woman who gets attacked in the alley turned slowly into the female lead before my eyes), and some original (the police commissioner and a pair of predatory morticians).