Doing It for the Art: The film was singlehandedly animated by its creator, ex-Disney veteran Phil Nibbelink, over a period of 4 1/2 years, all drawn on a wacom tablet transferred to flash, and the voice acting was handled in a self-made recording studio in his basement.
No Budget: The entire film was made on a shoestring budget of two million dollars. While the actual animation is quite impressive, the very simplistic coloring, inking, background art, and occasional low-grade CGI, not to mention a handful of moments where Phil opted to use actual flash in substitute for drawn animation (which sticks out like a sore thumb compared to the rest of the film), and the heavy dependence on royalty-free stock music (one cue gets repeated at least three times in a span of a couple minutes), are a real indication of this.
Throw It In: Apparently, all of Kissy the Fish's dialogue was completely unscripted; it was all ad-libbed by Phil Nibbelink's daughter, and he rewrote the script to fit it into the film. In fact, Kissy wasn't even in the film at first, and was only added in because Phil was so amused by his daughter's antics.
Chris Albers also improvised much of his dialogue for Mertucio.