In an interview with screenwriter Jim Herzfeld, Herzfeld said that Jim Carrey was in talks for the lead role when Speilberg was considering directing.

Heather Graham was offered the part of Pam, but because it wasn't a lead role, she turned it down in order to star in Say It Isn't So.

Spielberg was approached to direct the film and have Jim Carrey star.

Christopher Walken turned down the role of Jack (the father).