Lindsay Lohan was the top choice to play Muriel Brassler. She screen tested for the role and was close to signing a deal shortly before filming began. However, the producers found her impossible to insure due to her ongoing legal troubles at the time of production.

The production of "Julius Caesar" that the film depicts ran for 157 performances during its run at the Mercury Theatre and later at the larger National Theatre (where it was transferred), by far the longest run of the play in Broadway history.

The real Norman Lloyd denounced the film, and pointed out that contrary to his portrayal as a lecher, he was a recently married man at the time. He did however concede that Christian McKay's performance as Welles was excellent.

The part of Lucius in "Julius Caesar" that was played by the character Richard Samuels in the film was actually played on the production's opening night by an actor named Arthur Anderson, who was making his Broadway debut. Anderson is best known as the voice of Lucky the Leprechaun, the mascot of General Mills' Lucky Charms cereal, a part he played for 29 years.

The Orson Welles character's prediction that he would be on the cover of 'Time' magazine within a year was actually fulfilled in real life on its cover of 9th May 1938.

Film debut of Christian McKay.

The author of the source material did not know anything about Arthur Anderson (the original actor who played Julius Cesar). He based it on the premise of a still photo of the teenage Anderson playing alongside Welles opening night. In reality, Anderson did not get fired and not only made it through the entire run of the show but was cast in two more of Welles' plays.

While the way in which the film shows a sprinkler system being triggered may not be accurate, the incident shown really did occur, and was indeed set off by the Zac Efron character of the Mercury actor who was playing Lucius at the time, Arthur Anderson. Orson Welles himself described the sprinkler incident during the closing credits of the Mercury Theatre radio broadcast of "Treasure Island" the following year, on July 18, 1938:

"First of all, I'd like you to meet [the actor who played] Jim Hawkins, Junior, our leading man at 14 years old. Last season he made a really startling contribution to the stage history of Shakespeare's plays. This was during the course of some experiments with the Mercury Theatre sprinkler system. As a consequence of what must certainly have been extensive research in that field, he caused it to rain, actually to rain, and copiously to rain where in more than 300 years it has never rained in 'Julius Caesar' before. It rained on Brutus, it rained all over Brutus in the forum. I was Brutus, and I ought to know."

"Now, as dramatic criticism, I found this telling, and even final. But as a surprise item in the funeral scene, I can assure you that the unexpected appearance on the stage of so many gallons of real water created in us all, an impression that was almost overwhelming. Our popular leading man says that he did it all with a match. I don't dare think what he'll do when he's old enough to run for president, but meanwhile, no matter what happens to the plumbing, he can always work for the Mercury. As you've probably discovered, he's something more than a very gifted performer, and as I told you, he's something less than 15."

"His name shall not be withheld: I refer to that fine old actor Arthur Anderson." (Actor George Coulouris was credited as "having escaped 'Rainmaker' Anderson" during that incident.)

At the very end of the broadcast credits, a faint crash is heard in the background, and Welles ad libs, "There is at this moment a disturbance in the control room, and if it isn't a tumbrel, it's Arthur Anderson. It's a good thing the program's over."

The screenplay by Holly Gent Palmo and Vince Palmo is based on the novel by Robert Kaplow, a thoroughly researched piece of historical fiction, set in the heady world of New York theatre.

"So we had a script and were really excited about it," said director Richard Linklater on finding an actor to play Orson Welles, "but I said, before we start doing budgets and schedules and trying to go further, let's get an Orson, because we are not going to do this thing at all unless we can get the right guy to play him. To me, that was the biggest piece of the puzzle that had to fit, before it even had the possibility of moving forward. We thought of all the usual Americans, but we weren't really getting anywhere. And I remember theorising, 'you know who our Orson Welles is?. He's in London right now, probably doing Shakespeare. I bet that's where he is, or there'll be some great unknown British actor who kind of looks like him'. A few months later, [source author] Robert Kaplow sends me an email saying that there's a guy performing in New York at this fifty seat theatre I had never heard of, performing a play called 'Rosebud: The Lives Of Orson Welles' for just a couple of weeks. And so I flew to New York and went straight to the play. I'd just had shoulder surgery and I had this brace on, I could barely move, it was really uncomfortable. My only test was, do I believe this guy is Orson Welles?. Christian McKay just had that kind of Wellesian manner and he had clearly studied him closely. So I talked to him after the show and I got back to Austin just thinking about him and felt 'let's take this to another level'. So I flew Christian to Austin and we did a sort of old fashioned screen test. We did three scenes from the movie: I cast some people, did period wardrobe, we had an old car and we did a scene in the back; Christian came in and we worked together and hung out for a couple of days. After that, I didn't even need to look at the footage. I just knew the kind of guy he was and thought the film gods were making a very special offering, as they sometimes do. And I remember telling him we don't have money, we don't have anything - it may never happen, but we'd try. We started sending the script out and the good news was many seemed intrigued by it, but one of the stumbling blocks we had was a Welles who was unknown. Can you get a bigger name to play Welles?. Ours was always the same argument: no, this is Welles!".

Filming began in the historic and beautifully restored Gaiety Theatre in Douglas, capital of the Isle of Man, which hosted the stage performances and backstage scenes at the Mercury Theatre, to which it bears an extraordinary resemblance.

The production filmed on a New York street set constructed on the backlot of Pinewood Studios with interiors being filmed on Pinewood's sound stages. .

Key scenes were shot in a variety of period locations around London in England, including Bloomsbury Square, Crystal Palace Park, and the British Museum, which represented the interior of New York's Metropolitan Museum of Art.

According to producer Marc Samuelson, "one of the issues that you face is that it's very hard to shoot 1937 New York in New York, so you're not shooting it in the actual place. New York has changed so completely that everything in the background is wrong, everything in the foreground is wrong, the people all look wrong, every building's been changed. It's enormously difficult. So you then end up shooting New York in some other North American city which looks vaguely like it did in 1937. By the time you've done all of that, you may as well have shot it anywhere."

As an independent feature, the production needed to make creative use of every penny of its limited budget and found a solution in basing the production in London, where a combination of Pinewood Studios and some imaginatively chosen locations brought New York to life. And thanks to some visual trickery, the imposing scale and distinctive architecture of the bustling city was vibrantly recreated on a comparative shoestring.

"This movie doesn't really exist any longer in New York," said director Richard Linklater. "If you go to where the Mercury Theatre was, you would never know. It's an office building - there's not even a plaque. That street looks so different, it didn't really matter to me where we shot the film. As a filmmaker, wherever I could make this film I would, (and I did)".

Of the exterior to the Mercury Theatre, production designer Laurence Dorman said: "For the exterior of the Mercury Theatre we found a single photograph taken in the early 1900s when the building, then the Comedy Theatre, was putting on its first production. We took a little bit of licence here and there, but it's great to see that original picture and then to be able to look at our street - it's quite thrilling to do something like that."

The Gaiety Theatre, which portrays the interior of the Mercury Theatre in this film, opened originally as a large pavilion in 1893, and following a redesign by Frank Matcham, it reopened as a theatre and opera house in 1900. After early success, years of neglect began to take their toll, and the building was acquired by the Isle of Man Government in 1971. A comprehensive programme of restoration was launched in 1990 and completed in 2000. One of the last elements to be restored was the famous Corsican Trap, the only known original version of this classic stage effect.

"I really fell in love with the place," admitted director Richard Linklater of the Gaiety Theatre which portrays the Mercury Theatre. "It was almost too nice, too ornate, but I thought if we brought it down a little bit and didn't look up at the beautiful domed cathedral like ceiling, it had similar proportions to the Mercury Theatre in seats and size. The stage was about the same size and the below stage area and its trap door arrangement with locks and pulleys was far more complex and interesting than you would ever be able to realise if you were building your own stage. So all of that felt great, and to shoot on the Isle of Man for those weeks was just kind of perfect. Some films are just meant to be. It just feels like it lines up and it's meant to happen."

Robert Kaplow, on whose novel the film is based, was eager to see Orson Welles' production of "Caesar" for the first time on the screen. He remembered the origins of the story: "I was sitting in the basement of the Rutgers University Library, looking through a copy of 'Theatre Arts Monthly' from 1937, and there was a photograph from Welles' production of 'Julius Caesar' which featured Welles in a dark coat and black gloves, sitting at the edge of the stage. Next to him was a young man playing a ukulele tricked up to look like a lute. My first thought was: the real story here is the kid. What does this moment feel like from the kid's point of view, to bear witness to a celebrity creating himself right in front of your eyes?. Investigating the history of this theatrical moment, I discovered the young actor from 1937, Arthur Anderson, was alive and living in New York . He was an invaluable source, and he still has the ukulele, which he played for me at his kitchen table in a remarkable moment that felt as if I were melting through time. [Director Richard] Linklater's film astonishingly recreates this photograph with heart-stopping accuracy."

A key element in the recreation of the period was the skill and experience of cinematographer Dick Pope. "I had a great meeting with Dick," remembered director Richard Linklater, "and I just saw him as a kindred spirit. He had that wild attitude - he seemed like a kind of mad scientist. And what you want in that position is enthusiasm - and skill, obviously, that goes without saying. Other than that, it's a personality match. He seems in the spirit of the film and he said he fell in love with it when he read the passage in the script where one of the actresses, Muriel Brassler, played by Kelly Reilly, is talking about lighting and gels and about getting a little butterfly shadow under her nose. He just thought that was so amusing."

Of cinematographer Dick Pope, director Richard Linklater said: "I think people maybe know him for his Mike Leigh films, but it's some of his other films that are, I think, just as impressive. It's been really fun within this film for both of us. You rarely get the opportunity to recreate theatrical lighting. With most films, even a stylised period piece, you bend a little towards naturalism. But when you are recreating the exact lighting of this highly dramatic, very theatrical stage show, it's just fun. It was like shooting an old studio film with high contrast lighting and it's probably the only time I will ever get to do that. The story goes that the great cinematographer Gregg Toland saw this production of 'Julius Caesar', and when he heard that Orson Welles was going to Hollywood to make 'Citizen Kane', he told him he wanted to work with him because of the lighting he had done for the play."

To establish the look of the Mercury Theatre, costume designer Nic Ede researched the Fascist imagery of the original 'Caesar' production. He said: "Thank goodness, there is a lot of visual reference, a lot of photographs, and a lot of people wrote about it. When we were on the Isle of Man filming in the Gaiety Theatre, I looked at the way [cinematographer] Dick Pope had lit it and the way Laurence had done the set - identical to the original - and it sent a shiver down my spine."

In addition to reproducing the uniforms on stage, there was the small matter of costuming the audience for costume designer Nic Ede and his team. This required clothing some 570 extras, who also needed to be fully made up and coiffed by hair and make-up designer Fae Hammond and her assistants, for the scenes involving a full theatre. "I love huge crowd scenes," said Ede. "I don't know what it is, something rather perverse. It's playing at make-believe and that's always a great, great thing to do. The joy of filming, from my point of view, is to create something that the audience will look at that they absolutely believe. Every extra that comes into the fitting room is a bit of a challenge. You want to make them into a character, it's not just a body to put clothes on, it's somebody to represent... a fishwife... or a sweetcorn seller....".

The 1930s music for the film was selected by director Richard Linklater himself, a big fan of the music of the period, and of the arrangements of maestro Jools Holland, described by the director as "an English national treasure". Another key element in recreating the sound of the era was the speaking voices of the Mercury Theatre players, which benefited from the specialist attention of distinguished Shakespearean dramaturge Giles Block and veteran dialect coach Judith Windsor. Block, a Master of Verse and Play at London's celebrated Globe Theatre, worked with the actors on the Shakespeare scenes during the rehearsal period, coaching and advising them on the authenticity of their verse speaking. Windsor worked on the actors' delivery throughout the production, paying close attention to the fine details of their accents.

Actor Christian McKay, who plays Orson Welles in this film, is a graduate of the Royal Academy of Dramatic Art, an accomplished concert pianist, and an established theatrical all rounder, and had been aware of his resemblance to Welles since his student days. McKay said: "People said that I resembled him a little bit. I only remember Orson as this big, gargantuan iceberg of a man and at drama school, whenever they said 'you look a bit like Harry Lime', I really thought they were having a go at my weight!. So I'd be very anti Orson. I used to think 'I'm not that big....'. Mind you, I must be the only actor who had to lose weight to play Orson Welles!".

"Christian's performance is a revelation," enthused producer Marc Samuelson. "He's a sensational actor, enormously talented in many different ways and it's a fantastic, delicious secret that nobody knows about this, but they're all going to. He's not only a fantastically good, properly trained, really serious actor, who could do anything, but he is an absolutely extraordinary musician and he's also an unbelievably intelligent person. He's a great writer - it's nauseating - but he's a terrible dancer, which is good to know. Seriously, I think he's going to be one of the great discoveries."

Producer Ann Carli said: "We did a reading in London, just so we could hear the script with actors. And it was also a way to have Christian interact with some of the other actors who have a lot of film experience. So we're all sitting around the table and here's this guy, an unknown British actor - how did he get this plum role? You can just feel the other actors thinking that. And then he gets into character and the room is mesmerised. It's like... 'holy cow, that's Orson Welles'!".

Dialect coach Judith Windsor was full of praise for newcomer Christian McKay. She said: "Christian is an extraordinary man and an extraordinary actor and it's been a great, great pleasure to meet him and to work with him and to envisage what his future may be. He may develop into, or may very well now be, what Welles said of himself - that he was a 'king' actor. A great deal of Christian's performance comes from his musicianship. The fact that he is such a glorious pianist is a great help to him vocally in shaping the line and in getting the way Welles uses phrases and, of course, in terms of Welles' very specific accent."

Mercury Theatre actor Norman Lloyd, who is played by actor Leo Bill in the film, in 2015 said of this film: "It bears no relation to truth, or to what happened when you worked with Orson and so forth. I thought McKay was very good, but the rest of the characters are just ridiculous. They're all made up!. I didn't even recognize myself...and then I thought, 'Well, thank goodness I can't!'...And about George Coulouris, that they had him as neurotic and afraid to do his scene. George Coulouris you couldn't stop from acting, for Christ's sake!".

Orson Welles was very much the leader of the Mercury Theatre Company, despite his relative youth. Born in 1915 in Kenosha, Wisconsin, USA to an inventor and manufacturer father and a concert pianist mother, both of whom had died before he reached fifteen, Welles was blessed with a commanding physique and a deep and resounding voice. During a visit to Europe at the age of sixteen, he managed to persuade Dublin's Gate Theatre that he was a Broadway star and made his stage debut there in "Jew Süss". He became, in fact, a Broadway legend and a ubiquitous and groundbreaking radio star, following the stage success of "Caesar" with more than a year as the voice of The Shadow in the popular radio serial. All this by the age of twenty-four, when he began work on his enduring cinema classic "Citizen Kane". Although many felt that his controversial fifty year career was one of unfulfilled promise, his legacy included such classic films as "The Magnificent Ambersons", "Othello", "Chimes at Midnight" and "Touch of Evil", his iconic performance as Harry Lime in Carol Reed's "The Third Man" and the memory of his notorious 1938 broadcast version of H.G. Wells' "The War of the Worlds".

Zac Efron and Imogen Poots would later star together in "That Awkward Moment" (2014).

"It's been wonderful working with production designer Laurence Dorman", said director Richard Linklater. "We went over to New York together - he wasn't that familiar with the city, so we went to a lot of the actual addresses in the movie and I showed him around."

Production designer Laurence Dorman's visit to New York City inspired his design of the street set on Pinewood's Orchard Lot: "It was worth every second actually, because we were able to visit the site of the theatre and I was able to get the geography of 41st Street into my mind, with Bryant Park and all the things that are mentioned in the script. And even though 41st Street was completely different to how it would have been in those days, I was able to just wander around the neighbourhood and take pictures all over midtown and all the way down to 22nd Street. I was picking out all of the old stuff, the architecture that I imagined would have been there at the time and turning it into our little composite street. I've taken a selection of buildings based on my photographs and put them together to suit my purposes."

Crucial to the success of this film enterprise was finding a theatre that could play the interior of the Mercury Theatre itself. By a stroke of good fortune CinemaNX, the production company, is based in the Isle of Man, and there in the capital, Douglas, was the magnificently restored Gaiety Theatre, an almost exact contemporary of the Mercury Theatre. "I don't think we would have been able to make the film if we hadn't been able to shoot it there," said producer Marc Samuelson. "It was just the most fantastic set for us. It worked really well, looked great in the film, was just the right size - in every way it fitted the bill."

In real life, Orson Welles directed four William Shakespeare adaptations for the big screen. They were the films 'Macbeth' (1948), 'Othello' (1951), 'Twelfth Night' (1933), and 'Falstaff' (aka 'Chimes at Midnight') (1965).

The film was awarded as being of the Top Ten independent films of the year by the USA's National Board of Review.

Costume designer Nic Ede said: "The thing that was exciting for me in this film was the fact that in the thirties, leisurewear was much more accepted in America than elsewhere. I don't think it existed in Europe in the same way and certainly didn't unless you were rich and were wearing beach pyjamas!. It made a change from the usual 1930s stuff I have done which is pretty upper class and extravagant, whereas this was a chance to do real people leading real lives. It's interesting, trying to achieve totally believable people through their clothes and their make up and hair."

As an American, married to an Englishman and resident in England, veteran dialect coach Judith Windsor was particularly attuned to the challenges inherent in the script. She said: "You have to remember that, at that time, American standard stage English was very English. Although, were we to hear Shakespeare as spoken in Shakespeare's time, it would sound more American than English!. "Of course, we have worked on the speaking of Shakespearean verse and the mode followed goes back to the Central School of Speech and Drama in London - it's mentioned in the text by George Coulouris that he learned to speak Shakespeare there with Elsie Fogerty. This tradition can be traced down to the Royal Shakespeare Company - it's a sort of energising of the last of the line, so that the imaginative experience for the actor comes, not between the lines or the words, but on the words and as a result of the scansion. It's a wonderful thing - it frees the actor to experience through the text and through the pentameter, things he would never have thought of. They speak with rapidity and clarity - I'm always delighted and constantly surprised at how skillful the British actors are. Orson Welles himself was in terms of accent a kind of hybrid. He sounded English to Americans and American to English people - we listened to a great many tapes of Welles speaking, some of which were of the original Mercury [Theatre] production and in those you can hear that he is sometimes very English in how he pronounces things."

When director Richard Linklater's long-time associate and first assistant director Vince Palmo recommended Robert Kaplow's book, he thought it sounded an interesting title, and took it with him on vacation. He admitted to liking the genre of historical fiction, because, as he said, all histories are fiction, anyway, and in this case the author had based it on every memoir and fact he could get hold of.

Director Richard Linklater said of the adaptation from the film's source book: "It was just wonderful. The author was actually inserting himself as the young character, seeing Welles through his eyes and at that moment in time. It's history, theatrical history - Welles' career and a young man's coming of age. So I found it utterly charming and really interesting. If you know Welles, you know he mastered theatre and radio before he went on to his more famous film career. It's such a fascinating portrait of a moment in time in his life. I was just about to start another movie, but I could see that [screenwriters] Vince and Holly Palmo were really passionate about it - their passion kept fuelling me, which was needed, because it seemed like such an ambitious movie." Screenwriter Vincent Palmo Jr. said: "Rick asked if we'd mind if he optioned it and we said no," confirms Vince. "Holly and I had written a couple of scripts which he'd liked to varying degrees and we said we'd really like to take a shot at the screenplay. Having read the book and done our own research, it became an even richer milieu and time and place. We were interested in everything about that era and the fact that it was about young people - Welles was only 22 - was a big lure."

CinemaNX chairman Steve Christian said of this film in a article published in show-business trade paper 'Variety' on 18th May 2008 : "We went in at the deep end by taking Richard Linklater's 'Me and Orson Welles' out of New York to shoot on the Isle of Man and at Pinewood. With the dollar rate fairly consistent at 2 to 1 against us, we really did show that we could put together a competitive financing and producing package."

Upon graduation from RADA (The Royal College of Dramatic Art), actor Christian McKay was recommended by Lord Richard Attenborough to the Royal Shakespeare Company, performing in "Anthony and Cleopatra" at Stratford-Upon-Avon and in London's West End. McKay's other successful stage appearances include his award-winning performance as Orson Welles in "Rosebud: The Lives of Orson Welles" at the Edinburgh Festival and in London, Toronto and New York.

This film's press kit states in a section called 'Orson Welles in Brief': "Orson Welles was the 20th century's most celebrated artistic genius, mastering film, radio and theatre, all before he turned twenty-five. His debut film, 'Citizen Kane' [1941] is considered by critics the greatest film ever made; he caused widespread panic with his 1938 radio broadcast of 'War of the Worlds'; and he staged ground-breaking theatrical works including Shakespeare's 'Julius Caesar'."

The film's closing credits state that this picture was: "Filmed on location in London, the Isle of Man and New York City and at Pinewood Studios , London".

Early select teaser footage from the film was screened at the Cannes Film Festival in May 2008.

The Australian DVD sleeve notes for this picture state that this movie is "based on real events" and "based on a true story" whilst the film's press kit states that this film is "based in real theatrical history".

Claire Danes is known for having played Juliet in Romeo + Juliet (1996), a modern adaptation of a Shakespeare play, in the same manner as that of Welles.

Welles's character mentions Hüljatud (1998) when is talking to Richard. Claire Danes played Cosette in the 1998 adaptation.

Zoe Kazan plays Gretta Adler in this film, and the year after she played a character named Gabby Adler in See on keeruline (2009).