Tom McCarthy wrote the three main roles directly for the actors who ended up playing them. McCarthy has said in interviews that at the time of writing he was friends with Peter Dinklage, an acquaintance and colleague of Bobby Cannavale, and almost a complete stranger to Patricia Clarkson.
The train depot in the film still exists in Newfoundland, NJ. It is a popular spot for train fans to take pictures of the Susquehanna trains as they travel north through New Jersey.
The budget was so small that Patricia Clarkson's windowless trailer had originally been used for transporting horses.
All the artwork seen in Olivia Harris' house was painted and provided by Jessalyn Gilsig, writer/director Tom McCarthy's friend and co-star during their run on the TV series Boston Public (2000).