Jodie Foster was originally attached to star in the film as Libby Parsons after Michelle Pfeiffer, Meg Ryan and Brooke Shields all declined the role, and Bruce Beresford met with her several times about the script:
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"She said to me once, when we were having . . .not an argument, we had different points of view over something, and she said, 'We'll have to do it my way, I'm afraid.' And I said, 'Why, Jodie?' And she said, 'Because I'm so intelligent. I'm such an intelligent person that there is no point in disagreeing with me because I'm always right.' I thought she was joking, but she wasn't! [laughs] She had this extraordinary opinion of her own IQ."
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However, Foster then became pregnant so Ashley Judd stepped in. Greg Kinnear was offered the part of Nick Parsons, but he passed and Bruce Greenwood eventually took over. According to Beresford, Robert Benton did an uncredited ten day rewrite shortly before production began.