In the scene where Ashley (Amy Adams) does her sit up exercises, Director Phil Morrison used a split screen, combining the performance of a real pregnant woman with Adams' head.
Ashley's monologue about cheerleading and meerkats was used for Amy Adams' audition. The scene was also later used on the talk-show circuit when Adams was promoting the film.
Alessandro Nivola missed the reference to his character singing a hymn when he read the script, and was unaware that he had to do so until a few days before his "singing scene" was scheduled to shoot. He only had a few days to rehearse, and his singing in the scene was recorded live, as the budget did not allow for it to be recorded on a soundstage.
Embeth Davidtz was chosen as a replacement at the last minute and arrived on-set the day before principal photography began.
The company (Replacements Ltd.) where Johnny (Ben McKenzie) works is a real company in McLeansville, North Carolina. The company sells pieces from rare or discontinued china, crystal, and silverware patterns out of their warehouse and through the mail; the section of the movie filmed there used the company's real order processing department as a practical location.
For the house in which most of the film takes place, two real houses in Winston-Salem were used, one for internal shots and another for external ones. Filming was simplified by the fact that the two houses were down the street from each other. The same house that was used for the external shots was also used for the basement and garage scenes. The exterior house also housed the Make-up Department.
Alessandro Nivola and Embeth Davidtz, play husband and wife George and Madeleine in this film, had previous played brother and sister Henry Crawford and Mary Crawford in Mansfield Park (1999).
The song Eugene Johnsten sings is "Wildwood Flower", made famous by The Carter Family and Mother Maybelle Carter.