The flashbacks were originally going to be about Sawyer's "Tampa Job" which had been referenced in Outlaws (2005). Kevin Dunn filmed scenes as Gordy and Jolene Blalock filmed scenes as Sawyer's partner, but Carlton Cuse felt that the story was not well conceived, and shooting was stopped. The flashback scenes were quickly replaced with flashbacks centering on Michael. The Tampa scenes were deleted and Cuse stated that they will never be released. Dunn later appeared as Gordy in The Long Con (2006).
The World Trade Center towers were digitally re-added in this episode to show the pre-2001 timeline setting.
With 23.17 million viewers, this is the second most watched episode in the series.
The aquatic scenes took three nights to film.
Michael buys little Walt a present: a white polar bear toy. In Special (2005) Walt is attacked by a polar bear.