Director Michael Gottlieb got the idea for this film when he was walking by a store window and was startled to "see" a mannequin move by itself. He realized it was just an optical illusion caused by a combination of lights and shadows, but began to wonder what would happen if a mannequin actually DID come to life.
Originally, the lead part was written to be an older, lonely storekeeper, with Dudley Moore in mind for the role, but when Andrew McCarthy came on board, the part was rewritten to be the part of a young artist.
The "Illustra" scenes were filmed at a real department store, Boscov's. It easy to distinguish by the square chandeliers and neon department signs on the walls.