Director Jake Scott revealed that Kristen Stewart and James Gandolfini improvised a lot of their dialogue, especially Stewart, claiming it was frustrating for the film's writers. Scott said it was always a surprise with Stewart because she would never warn anyone of what she was going to say.
Director Jake Scott and costume designer Kim Bowen accompanied Kristen Stewart to strip clubs to research her role as Mallory. During that time Stewart was offered jobs by club owners because they didn't know she was an actress.
Kristen Stewart first read the script when she was 16 years old and was officially cast at age 17. Production didn't begin until after she turned 18.
The film was shot directly after Kristen Stewart had filmed Twilight (2008). Producers Giovanni Agnelli and Scott Bloom cast Stewart as a relatively unknown actress and had no idea how famous she was going to become due to the success the Twilight Saga gained.
In preparation for her role Kristen Stewart learned how to pole dance, deprived herself of sleep, chain-smoked, and ate mostly junk food. As a result Stewart's body and legs were covered with bruises, her skin was blemished, and she constantly looked tired. Director Jake Scott praised Stewart's dedication because she was so willing to allow herself to subordinate her physical appearance for the role.