The cast is a veritable who's who of classic mafia films and television shows. Lead Michael Rispoli played Jackie Aprile, Tony's best friend who was in line to become head of the family before he died, on The Sopranos, which also featured Tony Sirico as Paulie "Walnuts," Annabella Sciorra as Tony's mistress, along with John Bianco, Anthony DeSando and Tony Darrow, who was also a significant character in Goodfellas, which featured as the young Tommy DeVito (Joe Pesci's character), Joe D'Onofrio, who acted alongside Louis Vanaria in A Bronx Tale.
Although the movie takes place mostly in Staten Island, due to production exigencies the production only filmed there for one day.
The original idea for the movie came to co-writer Gregg Greenberg while auditioning actors for his play "Clemenza and Tessio Are Dead". One of the actors auditioning had actually spoken the line that lead character Nick had on The Sopranos, "Why don't ya' lock up the mulinyans, they're the one's burning down Newark!"
Some of the artwork featured on the walls in the DeMaio's home is the work of director Christopher Kublan's father, artist and toy designer Neal Kublan.
Some scenes were filmed at The Paramount Theatre in Peekskill, New York.