"Never Let Me Go" is Carey Mulligan's favorite novel. She was certain someone would make a film adaptation, and had hoped they could wait until she was old enough to play Kathy. She couldn't bear the idea of anyone else portraying Kathy, although she acknowledged that she thought other people would be able to do a better performance. She actively campaigned for the role.

Mark Romanek said that working with child actors was the most challenging part of making the film, since "the first act of the film was going to have to be carried by 12-year-olds." Durning pre-production, Romanek had the younger actors watch the older actors rehearse the younger scenes, so the older actors would have a memory of having played those scenes, while the child actors would get a better idea of how more skilled actors would play their parts. He also had the child actors spend time together, playing and talking to create chemistry between them. He took them to the school set and let them play there so they could get a better idea of the layout.

Carey Mulligan had to learn how to drive for the film. She took a two-week intensive course, but failed the driving test. Her scene was shot on a private road, where she was allowed to get behind the wheel.

Keira Knightley admitted that she only agreed to appear in the film because her friend and co-star Carey Mulligan had asked her to. She said she was unable to relate to Ruth's involvement in a love triangle.

Alex Garland asked Kazuo Ishiguro for the rights to his novel before he finished reading it.

Andrew Garfield described Tommy as "animalistic and sensory and feeling. There's a sense of anxiety that runs through these kids, especially Tommy, that's my perspective of him."

Kazuo Ishiguro, the author of the source novel, was awarded the Nobel Prize in Literature in 2017.

Mark Romanek found making Keira Knightley look plain almost impossible. He told an interviewer "It was difficult. She was eager and happy to do it because the role called for it. But even at her worst, Keira still looks astonishing".

Kathy proved to be difficult to cast. Peter Rice, head of Fox Searchlight, texted Mark Romanek halfway through a screening of An Education (2009) and said "Hire the genius Mulligan".

Composer Rachel Portman described her score as a "chamber piece." She worked with an orchestra of 48 players, including piano, strings, and harp, plus a violin and cello for solos. She felt that a smaller orchestra was needed for a minimal, more restrained intimate score. Because of the film's sad story she wanted the music to have some hope, humanity, and heartbeat.

Mark Romanek described the film as "a love story with fictional science context mixed in." He considered filming some futuristic elements, but decided it didn't feel right.

The German title, "Alles, was wir geben mussten," translates to "Everything We Had to Give".

Mark Romanek was glad to get the opportunity to direct this film. "From the moment I finished the novel, it became my dream to film it. Kazuo Ishiguro's conception is so daring, so eerie and beautiful."

The external shot of Ruth's Care Facility is Andrew Melville Hall, one of the Halls of Residence for students at the University of St. Andrews, in Fife, Scotland.

As of 2017, the main adult leads(Carey Mulligan, Keira Knightly and Andrew Garfield) are all one time Oscar nominees. All in the leading acting category.

The film takes place in 1978, 1985 and 1994.

The French title, "Auprès de moi toujours", translates to "Close To Me Always."

The visit to Norfolk, on England's east coast, was filmed in Clevedon and Weston-super-Mare, on England's west coast.

Mark Romanek had just dropped out of directing The Wolfman when the opportunity to helm Never Let Me Go (2010) came his way.

Some scenes were shot at the beach at Holkham, where Keira Knightley had filmed The Duchess (2008) a few years earlier.

Andrew Garfield, who plays Tommy, would later be cast as the Marvel hero Spider-man in The Amazing Spider-Man (2012). Charlie Rowe, who plays the young version of Tommy, was a final contender for the same role in Captain America: Civil War (2016).

Andrew Garfield is the only American actor in the cast.

A subplot that was excised from the film was that the clones were genetically modified so that they would be sterile. This provides an explanation for the title of Kathy's favorite song. The children were raised in full knowledge of what would follow. A brief life with no chance of ever having children. When young Kathy hugs the pillow and listens to the song "Never Let Me Go" the novel clarifies that the pillow stands for an imaginary baby.

Alex Garland's final shooting script retains the "Never Let Me Go" song scene as it was written in the novel. It is Madame, and not Ruth, who observes young Kathy singing while listening to the tape. Madame is so moved by the emotional intensity of the scene that she cries. Many years later they are reunited, and Madame explains to Kathy why she was so affected by this incident. However, during production the scene was altered, and it is Ruth who witnesses Kathy hugging the pillow. In the novel, Kathy spends many years thinking that Madame misunderstood, and regarded the pillow as a symbol of an imaginary lover, when she was actually contemplating a child that she would never have. Interestingly, from the bitter look on Ruth's face, the audience is left with the same mistaken impression -- that Ruth believes Kathy to be thinking about Tommy. This fuels the rivalry for Tommy later on, and prepares the way for the scene where Ruth, Tommy and Kathy go on a field trip to the area with the stranded boat.

Although the deferrals were simply rumors stemming from the hopelessness of the orphans, the students of Hailsham were indeed special. The climactic scene with Tommy and Kathy visiting Madame was truncated in the film. In the novel, Miss Emily elaborates on life in Hailsham by explaining that she took special care that the children were raised properly and happily. In other similar institutions, the children lived under harsh conditions and many of their basic needs were not met. She even hints at possible abuse by the staff. It was this disparity in the treatment of the children that gave rise to the rumors among inmates from other boarding schools, that the Hailsham alumni may have better chances in life (as it is clearly shown in the Norfolk scenes). Miss Emily also explains that she did everything in her power to stop those rumors, but like weeds they continued to spread among the orphans.