The film represented a career breakthrough for Melanie Lynskey, whose previous work consisted mainly of supporting roles.
Filming took place primarily in Westport, Connecticut in August 2011. The shoot lasted 20 days.
Speaking of his decision to cast Melanie Lynskey in the lead role, Todd Louiso said, "I knew if I cast her, the film had the potential to resonate on a thousand different levels." After Lynskey's audition, "there was no one else."