The movie was shot entirely in a Hollywood Hills house designed by Richard Neutra which is owned by Sofia Coppola.
Part of the story line involves the husband of the actress played by Jennifer Jason Leigh becoming infatuated with the younger actress who is starring in the film he wrote. This somewhat foreshadowed the divorce of Jennifer Jason Leigh and Noah Baumbach and his eventual partnership with Greta Gerwig, whom he met when she starred in the film Greenberg (2010) that he and Leigh wrote together.
The film was written by Jennifer Jason Leigh and Alan Cumming for their friends, and shot in 19 days using SONY DSR-500 digital video cameras.
To raise money for the production, Alan Cumming and Jennifer Jason Leigh attempted to sell photographs of their own hoax wedding to tabloid newspapers.
The actors did their own make-up and hair, forsaking dressing rooms and trailers.