Jennifer Garner and Michael Vartan shot all the dream/flashbacks scenes at the beginning of the season, because they didn't know when they would be aired and Vartan wasn't going to be available later.
Lena Olin wasn't in the country when the episode was filmed, so she said her lines by phone and archive footage from season 2 was used to simulate her presence.
All of Jennifer Garner's torture scenes were shot in one day. Although exhausting, the actress - now heavily pregnant - was sitting for the entire time.
For Sydney's flashback scenes, writers Josh Appelbaum and André Nemec revisited the old scripts from previous episodes, giving them a new, more sinister spin.
The song playing on the radio while Sydney is in the dream apartment is the same one that plays during the Tokyo scene in S2 E7 "The Counteragent".