Director Jake Scott revealed that Kristen Stewart and James Gandolfini improvised a lot of their dialogue, especially Stewart, claiming it was frustrating for the film's writers. Scott said it was always a surprise with Stewart because she would never warn anyone of what she was going to say.
Director Jake Scott and costume designer Kim Bowen accompanied Kristen Stewart to strip clubs to research her role as Mallory. During that time Stewart was offered jobs by club owners because they didn't know she was an actress.
In preparation for her role Kristen Stewart learned how to pole dance, deprived herself of sleep, chain-smoked, and ate mostly junk food. As a result Stewart's body and legs were covered with bruises, her skin was blemished, and she constantly looked tired. Director Jake Scott praised Stewart's dedication because she was so willing to allow herself to subordinate her physical appearance for the role.
Producer Scott Bloom praised Kristen Stewart for her performance claiming very few actresses her age could have brought as much realism to the role as she did. He was also convinced no other actress could have fully pulled the role off.
Kristen Stewart liked how director Jake Scott didn't exploit her character's profession. She was proud that he looked at the emotional side of the character and not just the fact that she was a stripper.
Writer Ken Hixon wrote the script after visiting New Orleans, entering a strip club on Bourbon Street, and seeing one of the dancers who looked like a 15-year old girl. He began to write the script so he could imagine why a girl that young would become an exotic dancer.
The film was shot directly after Kristen Stewart had filmed Twilight (2008). Producers Giovanni Agnelli and Scott Bloom cast Stewart as a relatively unknown actress and had no idea how famous she was going to become due to the success the Twilight Saga gained.