Ron Eldard spent a lot of time playing sports with Jena Malone so they would both feel comfortable performing the scenes in which he is physically abusing her. He claimed that in no scene did inappropriate contact with Malone take place, and that for scenes in which he appears to grab her by the throat, he is actually only holding her by his fingertips. Eldard was adamant that the graphic depiction of sexual abuse and rape was a necessity for the film.
Anjelica Huston described Jena Malone's audition as "seamless" and has said that casting her for the part of Bone was extremely easy. According to Huston, Malone was the "third child to walk through [her] door" and she immediately knew Malone was it.
Originally produced for Turner Network Television, the network ultimately rejected it due to scenes of sexual abuse. It was subsequently picked up by the Showtime channel.
Although this film was shot in North Carolina it is based in Greenville, SC which is where Dorothy Allison; the book author grew up.