Michelle Williams said in an interview that she, Sarah Silverman, and Jennifer Podemski didn't want to film the full nude shower scene. But they agreed to because it fit the story. She said it, like other nude scenes she's filmed, is like sky diving. The first few moments are terrifying when you strip off your robe in front of the crew, and then you get used to it and it may even be fun. But she said it was much easier doing that shower scene than the nude scenes she did in previous films with men. She said it's much easier to be naked with other girls than boys.
In 2009, the script was listed in The Black List. The Black List is an annual publication that names the best unproduced screenplays of the year it is published.
Writer and Director Sarah Polley chose to use the song "Video Killed the Radio Star" in key scenes, because it was her brother's favorite song.
In an interview with Esquire in July 2012, Sarah Silverman talked about being nude onscreen for the first time during the locker room shower scene. She said, "Taking all my own mishigas out of it, it's so unsexualized. I'm standing like a caveman. It's very dead. Now, I'm trying to be positive about myself, because I feel like even if you're self-deprecating it's still a kind of self-obsession. So I'm trying to just say I'm a human body -it works. If I were somebody else looking at my character, I'd be like, 'She's beautiful.' I'm practicing. I'm not succeeding." She pointed out that having several older women in that scene added to the unsexualized feeling. "Women are naked in front of each other every day. It's a very common, comfortable thing. You're trying on clothes, or you're in the shower at the Y. But the female nudity in movies is always sexualized. Sarah [Polley, director of Take This Waltz] said, 'It would be interesting to see this everyday occurrence that's never mirrored on film.' There's no music telling you how to feel. There's no sexy lighting. I keep using the word jarring. It isn't funny or dramatic. It just is."