Ron Eldard spent a lot of time playing sports with Jena Malone so they would both feel comfortable performing the scenes in which he is physically abusing her. He claimed that in no scene did inappropriate contact with Malone take place, and that for scenes in which he appears to grab her by the throat, he is actually only holding her by his fingertips. Eldard was adamant that the graphic depiction of sexual abuse and rape was a necessity for the film.
Anjelica Huston described Jena Malone's audition as "seamless" and has said that casting her for the part of Bone was extremely easy. According to Huston, Malone was the "third child to walk through [her] door" and she immediately knew Malone was it.
The movie was originally produced for Turner Network Television, which ultimately rejected it due to scenes of sexual abuse. Showtime picked it up.
Although this film was shot in North Carolina, it's based in Greenville, South Carolina, where author Dorothy Allison grew up.