The film was director Chris Noonan's first in 10 years (since he made "Babe"), having waited for many years until he finally found a script that inspired him. Cate Blanchett, who originally suggested Noonan for the role of director, was at one point set to star in the film but apologetically left the project when one of her other films was green-lighted before this one. Zellweger ended up becoming an executive producer on the film because she was dissatisfied with the script and wanted to get more involved.