This movie was filmed at Joss Whedon's Santa Monica home, which was designed and decorated by Whedon's wife Kai Cole. Cole suggested Whedon make it in lieu of going on vacation for their 20th anniversary because it had long been his passion project.
The scene in which Benedick does push-ups for Beatrice in an attempt to show off was improvised by Alexis Denisof. Joss Whedon admits that he was hesitant in regards to the gag, but positive audience reaction allayed his fears.
When Dogberry and Verges exit for the last time, they realize that neither of them has the keys to the car. Nathan Fillion and Tom Lenk improvised this off-camera as the rest of the scene continued. When Joss Whedon realized why the cast was laughing, he had the pair recreate the gag on camera.
In a May 2013 interview, Joss Whedon noted that aside from abridging the text, he stayed completely true to Shakespeare's original dialogue - except for the Act 2, Scene 3 line in which Benedick says "if I do not / love her, I am a Jew." It was changed to "if I do not love her, I am a fool."
The masquerade party scene was an actual party thrown by Joss Whedon and his wife. All the extras were friends of Joss Whedon and his family or film students, and real alcohol was provided for the guests. Only the principle actors abstained, drinking colored water instead.