 Principal photography of the film was done within the University of the Philippines Los Baños campus.Two best friends from the province of Iloilo, Pearl (Pauleen Luna), a simple and smart girl, and her longtime best friend Jonathan (Gian Carlos), who secretly harbors romantic feelings for her, arrive in Manila to study in an Arts Academy.Upon enrollment, a clique of students led by Mimi (Iwa Moto), takes interest in them.