The screenplay was written by Jenny Lumet, daughter of director Sidney Lumet and granddaughter of Lena Horne; a junior high school drama teacher, she had written four earlier screenplays but this was the first one produced.

Sidney Lumet himself approached Jonathan Demme about his daughter Jenny's script, which led Demme to direct the film. The working title of the film was originally 'Dancing with Shiva.'

Jonathan Demme had wanted to work with Anne Hathaway ever since spotting her in a crowd at a screening five years before the film, and immediately considered her for the lead role.

Tunde Adebimpe's role of Sidney was originally offered to director Paul Thomas Anderson while he was working on the post-production of 'There Will Be Blood.'

Debra Winger accepted the role of Abby after Demme, though concerned about her interest, worked up the courage to ask her, having met her several times before at the Jacob Burns Center film center near their homes.

The film was shot in Stamford, Connecticut in a naturalistic, documentary-inspired style over just 33 days of filming in late 2007.

Instead of a traditional score, Demme had a New York-based Middle Eastern ensemble, including Zafer Tawil and Amir ElSaffar, play live music on set throughout filming, with musicians free to perform whenever they felt inspired and to ignore the camera.

During a dramatic scene, Anne Hathaway complained about the live music interfering with the mood; Demme told her to handle it herself, so she improvised the line 'Can you tell them to knock it off?!' which made it into the film.

Singer-songwriter Robyn Hitchcock, a friend of Demme, appears as a wedding guest performing his song 'America' and a piece written for the film called 'Up To Our Nex,' filmed in one take and spontaneously joined by Fab 5 Freddy, Sister Carol, ElSaffar, and Tawil, plus Demme's son Brooklyn Demme on electric guitar.

Sound recording was especially challenging due to Demme's approach of long takes, multiple moving cameras, improvisation, and live music recorded simultaneously with dialogue; sound mixer Jeff Pullman described his method as 'miking this like an orchestra' using up to 12 tracks.