Many of the railway scenes in the movie were shot on a preserved railway line between Dendermonde and Puurs, Belgium.
The poem Thomas reads when he is with Evelyne, "I often make that strange and penetrating dream / Of an unknown woman and whom I love and who loves me ...", is "Mon rêve familier" by Paul Verlaine.
The lines after the fight on the train, "Out, out, brief candle! / Life's but a walking shadow, a poor player....", are from 'Macbeth' Act 5 Scene 5.
As some of the locations were rather remote (particularly the unguarded railway crossing at Sint Amands), much of the technical crew and equipment was carried on the train.
This is one of Mark Ruffalo's favourite film