Director Richard Kelly wrote a script based on the 1970 short story “Button, Button” by author Richard Matheson, which had previously been turned into a Twilight Zone episode of the same name. The project had a budget of over $30 million provided by Media Rights Capital. Kelly described his intent for the film, “My hope is to make a film that is incredibly suspenseful and broadly commercial, while still retaining my artistic sensibility. Actress Cameron Diaz was cast in the lead role in June 2007. Most of the filming took place in the Boston, Massachusetts area, with scenes shot in downtown Boston, South Boston, Waltham, Ipswich, WinthrSop, Milton, Medfield, Quincy, Kingston, and North Andover, as well as other localities. Some filming took place on the Milton Academy campus, and a large indoor set was built inside a former Lucent Technologies building in North Andover to recreate a NASA laboratory. The production crew also journeyed to NASA’s Langley Research Center in Hampton, Virginia, to shoot a number of scenes for the film. Richard Kelly’s father had worked at NASA Langley in the 1970s and 80s. Many background extras were reused in different scenes, and people with period correct 60s and 70s cars were encouraged to participate. Actor Frank Langella was cast in October 2007, and production began on the film the following month. Prior to production, actor James Marsden was cast a lead role opposite Diaz. Production concluded by February 2008.

Director Richard Kelly wrote a script based on the 1970 short story “Button, Button” by author Richard Matheson, which had previously been turned into a Twilight Zone episode of the same name.^[4] The project had a budget of over $30 million provided by Media Rights Capital. Kelly described his intent for the film, “My hope is to make a film that is incredibly suspenseful and broadly commercial, while still retaining my artistic sensibility.”^[5] Actress Cameron Diaz was cast in the lead role in June 2007.^[6] Most of the filming took place in the Boston, Massachusetts area, with scenes shot in downtown Boston, South Boston, Waltham, Ipswich, Winthrop, Milton, Medfield, Quincy, Kingston, and North Andover, as well as other localities. Some filming took place on the Milton Academy campus, and a large indoor set was built inside a former Lucent Technologies building in North Andover to recreate a NASA laboratory. The production crew also journeyed to NASA’s Langley Research Center in Hampton, Virginia, to shoot a number of scenes for the film. Richard Kelly’s father had worked at NASA Langley in the 1970s and 80s.^[7] Many background extras were reused in different scenes, and people with period correct 60s and 70s cars were encouraged to participate. Actor Frank Langella was cast in October 2007, and production began on the film the following month.^[8] Prior to production, actor James Marsden was cast a lead role opposite Diaz.^[9] Production concluded by February 2008.^[10]