Sidney Lumet said that the scene between Philip Seymour Hoffman and Marisa Tomei in the car when Hoffman has his breakdown was one of the most extraordinary scenes of acting with which he had ever been involved.
Michael Shannon recalled that when he came to audition Sidney Lumet prompted him to read only one line before telling him he was excused. An uncertain Shannon got up to leave and overheard Lumet immediately tell the casting director, "That's who I want."
In the original script, Andrew and Hank Hanson were not brothers. Sidney Lumet made this change to increase the drama of the movie. He also removed the character of Andrew and Gina's daughter.
In the DVD's director's commentary, Sidney Lumet says that when the nude scene between Gina and Hank was shot, Ethan Hawke wanted to make Marisa Tomei feel more comfortable, and insisted on being nude as well. He further insisted that every male crew member strip naked while filming the scene to accommodate Tomei.