The film cast includes four Oscar® winners: Jessica Tandy, Kathy Bates,Shirley MacLaine and Marcia Gay Harden; and two Oscar nominees: Sylvia Sidney and Marcello Mastroianni.
Shirley MacLaine's character "Pearl" is based on writer Todd Graff's own grandmother Frieda, whom Graff re-imagined as a fictional character with a spirit of adventure.
Unable to find original clothing from the late 1960s, costume designer Marilyn Vance created over 100 outfits, using period fabrics from a store in Toronto that was going out of business. Vance-Straker chose color palates to distinguish the two extended families portrayed in the film, the "Bermans" and the "Meledandris." Vance-Straker explained that she derived many of her designs from Sears, Roebuck & Company catalogs, friends' photograph albums, and memories of her mother from the 1960s. For the insecure "Bibby," played by actress Kathy Bates, Vance-Straker designed ill-conceived versions of contemporary fashion. "Norma," played by Marcia Gay Harden, required a series of costumes based on various film stars in iconic roles, such as Faye Dunaway in Bonnie and Clyde (1967), Marilyn Monroe in The Seven Year Itch (1955), Audrey Hepburn in Breakfast at Tiffany's (1961), and Anne Bancroft in The Graduate (1967).
Used People (1992) was the first picture to star three Academy Award®-winning actresses, all of whom received their awards before joining the cast.
Beeban Kidron rehearsed the cast for two weeks prior to production, working with the actors individually, in pairs, and in groups.