For the role of Caroline, Bill remembered auditioning Marisa Tomei for his earlier film, "Five Corners". While she had been too young for that role, after her success with "My Cousin Vinny" he felt she was right for the film. Sierchio's screenplay was originally set in New Jersey, but for logistical reasons they could not shoot there. The filmmakers considered finding a location to double for the state, but while Bill, Bartlett, and Sierchio were scouting in Minneapolis, they realized that it was the perfect place because of its strong acting community (they cast 35 of the film's 40 roles from it) and a large commercial production community that allowed them to utilize a mostly local crew.