Mike Binder wrote the script specifically to give Joan Allen a juicy starring role.
Kevin Costner gained 20 pounds for his role.
Binder approached singer-turned-actress Mandy Moore to play the youngest of the daughters but she backed out because she wanted to do publicity for an upcoming album.
Lauren Ambrose changed her mind about playing the role of the daughter whose obsession with dance and dieting almost kills her. Keri Russell soon took on the role. Russell had studied classical dance when she was younger. She said she just needed some catch-up classes.
Although Erika Christensen is six years younger than Keri Russell, she plays a sister older than Russell, and Alicia Witt, who is only one year older than Russell, plays the eldest.
Writer/director Mike Binder said that Kevin Costner's character is an amalgamation of Detroit Tigers baseball players Denny McLain (from whom the character gets his first name) and Kirk Gibson.
The TV show that the girls are watching while the mother has gone to the hospital late at night is "Curb Your Enthusiasm: Trick or Treat (#2.3)" (2001)
The poster shown when Terry is cleaning Denny's house is a picture of Kevin Costner as Detroit Tiger Billy Chapel from For Love of the Game (1999).
Denny Davies:
I dial your number ten times a day and hang up.
Denny Davies:
What the fuck is Halleys Comet?
Terry Wolfmeyer:
Your father is a small man. A *very* small man!
Hadley Wolfmeyer:
I hope you're not referring to his genitals because that would just be gross.
Lavender "Popeye" Wolfmeyer:
Aww, dude, I was about to eat a string bean!
Lavender "Popeye" Wolfmeyer:
People don't know how to love. They bite rather than kiss. They slap rather than stroke. Maybe it's because they recognize how easy it is for love to go bad, to become suddenly impossible... unworkable, an exercise of futility. So they avoid it and seek solace in angst, and fear, and aggression, which are always there and readily available. Or maybe sometimes... they just don't have all the facts.
Lavender "Popeye" Wolfmeyer:
Anger and resentment can stop you in your tracks. That's what I know now. It needs nothing to burn but the air and the life that it swallows and smothers. It's real, though - the fury, even when it isn't. It can change you... turn you... mold you and shape you into something you're not. The only upside to anger, then... is the person you become. Hopefully someone that wakes up one day and realizes they're not afraid to take the journey, someone that knows that the truth is, at best, a partially told story. That anger, like growth, comes in spurts and fits, and in its wake, leaves a new chance at acceptance, and the promise of calm. Then again, what do I know? I'm only a child.
Hadley Wolfmeyer:
There's something you all should know.
Lavender "Popeye" Wolfmeyer:
You're pregnant and you're getting married.
Hadley Wolfmeyer:
How did you know that? Who told you that?
Lavender "Popeye" Wolfmeyer:
I guessed? Really? I guessed that? I was right?
Terry Wolfmeyer:
No, you've got to be kidding me.
Hadley Wolfmeyer:
No, I'm... I'm not. I'm getting married.
Terry Wolfmeyer:
This is how I find out? Through Popeye? A 15-year-old?
Lavender "Popeye" Wolfmeyer:
Don't be condescending...
Terry Wolfmeyer:
Close it! You are a child. What do *you* know?
Andy Wolfmeyer:
Oh, that old chestnut.
Terry Wolfmeyer:
You close it as well, please. Do his parents know?
Hadley Wolfmeyer:
Yes, they're ecstatic.
Terry Wolfmeyer:
Oh, how long have they been ecstatic?
Hadley Wolfmeyer:
You know what? Can we just go to the lunch, please?
Terry Wolfmeyer:
[shouting] How long have they been ecstatic, damn you, Hadley?
[everyone around them looks at them]
Adam "Shep" Goodman:
Who should I sleep with, Terry? Women like you? Your age? My age? I don't. You know why? 'Cause younger women are *nice*. You take them out, and they're actually grateful. "Oh look, a steak. Yummy." You go for a walk after dinner, the air smells nice, they say, "Thank you. This was *nice*. This was *fun*. You're *funny*. Tee-hee-hee." What should I do, Terry? Settle down and marry some pissed-off thing like you? I'd rather have someone come over and do *dental* work, *every day*, from my backside, up... through my *ass*!
Andy Wolfmeyer:
Be nice!
Terry Wolfmeyer:
That's not in my nature.
Terry Wolfmeyer:
[Shep is dating Terry's daughter] The whole thing just infuriates me.
David Junior:
That's probably half the attraction.
[Everyone stares at him, shocked]
David Junior:
What?
Hadley Wolfmeyer:
[sternly] You know what. Not another word.
[pause, then Denny cracks up laughing]
Hadley Wolfmeyer:
What kind of a dickhead runs away with his secretary? That is lame, take a right, make a left at pathetic.
Lavender "Popeye" Wolfmeyer:
[trying to make conversation with Gordon] I'm from a broken home.
Terry Wolfmeyer:
[of her broken heart] It's not the kind of thing that ever heals.
Denny Davies:
Yeah, it does. It heals. It just heals funny. You know, you more or less walk... with a limp.
Denny Davies:
I am so *sick* of being your bitch. I put up with your shit because I know how much *pain* you're in! But it's ENOUGH! It's a tall order for a *patient* motherfucker, and I am the furthest thing from that that you're ever going to lay eyes on.
Gorden Reiner:
[Popeye kisses Gordon] I'm gay.
Lavender "Popeye" Wolfmeyer:
What?
[laughs]
Lavender "Popeye" Wolfmeyer:
No you're not.
[pause]
Lavender "Popeye" Wolfmeyer:
Are you just saying that cause you don't wanna kiss me?
Gorden Reiner:
I like men.
Lavender "Popeye" Wolfmeyer:
I don't believe you. I think you're lying.
[pause]
Lavender "Popeye" Wolfmeyer:
Have you ever had gay sex? What about sex with a woman? Just have sex with me and if you don't like it, then you can be gay.
Gorden Reiner:
That's really nice of you.
[Walks out]
Emily Wolfmeyer:
Do you have any idea what a fucking idiot you sound like sometimes?
Terry Wolfmeyer:
I love how you worry about how the letter you wrote to the parent that deserted you is to mean, but to the one who's still here in the fight, you have no trouble saying the most vile things. Isn't that a tad odd? Please finish setting the table.
Continuity: Every attempt is made to show the Wolfmeyer home in Bloomfield Hills, Michigan, however the drivers license shown is from West Bloomfield.
Errors in geography: When the family limo at the beginning and end of the movie is returning from the funeral, the opposing car is seen driving away from the camera on the right side of the road instead of on the left side, which would have never happened in Michigan.
Continuity: When Popeye is eating lunch outside in the snow she begins talking holding a wrapped sandwich in her hand. In the next shot we see her take a bite out of it without ever unwrapping it.
Continuity: When Denny and Terry are sharing ice cream from the same container, Denny puts his spoon in the container twice without removing it between shots.
Continuity: When they toast Hadley, the fruit wedge on the glass of Terry's bloody Mary changes from a lime to a lemon between shots
Continuity: When the family toasts to Hadley, the amount of bloody Mary in Hadley's glass changes between shots
Continuity: When Hadley is going back to college and loading the SUV, the neighbor passes by walking the dog, right to left. When she is getting into the car the rear end of the dog is seen again walking by, right to left, thereby making the dog and owner walk past the car twice in a few seconds.
Crew or equipment visible: When Denny and Emily are dancing at the wedding and then the camera cuts to Terry, equipment is reflected in the glass door behind her.
Continuity: Just before Hadley's wedding, when they are talking in the bedroom, she says she's showing and then you see her stomach. She's not obviously pregnant, although it does stick out a little. Then, after the wedding, they show her dancing with her new husband and her stomach is then poking way out, as if she grew 5 months' worth during the wedding.
Continuity: Rearview Mirror is missing in a scene in her car.
Factual errors: The State of Michigan eliminated the requirement for all cars to have front license plates in 1974, which still stands to this day. All of the modern cars in this movie have front and rear license plates.
Factual errors: The Detroit People Mover (an above ground monorail system) runs on a west-east circular course (counter-clockwise / right to left) when viewing it with the front of the Renaissance Center in the background. A shot of the Renaissance Center from its front showed the People Mover moving left to right (east to west according to that shot), against its normal route. This may have been caused by the film being reversed during those frames.
Miscellaneous: The cleaning crew that shows up at Denny's house has a West Bloomfield, MI address on the side of the truck with a 313 area code listed as the phone number. The area code for West Bloomfield is 248.
References
Ladri di biciclette (1948)
- Mike Binder's character says he's going to watch this film with Erika Christensen's character.
Features
Tillie's Punctured Romance (1914)
- In the project that one of the characters did.
The Rink (1916)
- In The Upside of Anger, there's a clip from The Rink.
The Screaming Skull (1958)
- A few scenes can be seen on a TV in the background of one scene.
"Curb Your Enthusiasm" (2000)
- In a scene where Joan Allen comes home from the hospital, her daughters are watching TV. An episode of Curb Your Enthusiasm can be heard, but is not seen.
Featured in
"HBO First Look: The Upside of Anger" (2005)
- clips
Creating 'The Upside of Anger' (2005) (V)
- clips shown