Producers Emmett and Furla used another writer's rewritten version of the script to lock actors Bruce Willis and Ryan Phillipe then reverted back to the original draft in order to avoid paying the required WGA fee's to the writer. When Phillipe showed up in Grand Rapids, Michigan and was given sides for the first day of the shoot he went ballistic because it was not the film that he signed on board to star in.
Ryan Phillippe was disappointed with the film's final product. In discussing his career during promotion for "The Lincoln Lawyer" he was quoted as saying "I did this terrible movie with 50 Cent. It was just a situation I didn't want to be in. I was sold a bill of goods and it turned out to be something different, which is often the case in this business."
Mischa Barton turned down the role of Mia due to scheduling conflicts.
Set Up (2011) is the first film to star both Curtis "50 Cent" Jackson and Bruce Willis, with Fire with Fire (2012) being the second and The Prince (2014) being the third. While they share scenes together in this film, they do not share scenes together in Fire with Fire or The Prince.
Randy Couture & Bruce Willis soon after appeared in The Expendables (2010) and The Expendables 2 (2012). Later, Couture and Curtis "50 Cent" Jackson appeared in The Expendables 4 (2023) though Willis did not.