The film has been in production for many years. Originally Mandy Moore was cast as Lucy, Amber Tamblyn was cast as Tess, and Kelli Garner was cast as Peggy. In early 2008 all three dropped out and Amanda Seyfried was given the role of the character Peggy. She was then cast as Sophie in the film Mamma Mia! (2008) and dropped out of What Goes Up (2009) and was replaced by Sarah Lind. Hilary Duff and Olivia Thirlby were then cast in the roles of Lucy and Tess respectively.