Based on Bruce Springsteen's song "Highway Patrolman", the film depicts the relationship between two brothers who find themselves on opposite sides of the law.

Before the events of the film, Joe had tried to farm for a living, but was unable to make ends meet, and the bank eventually foreclosed on his property.

The opening shot of the film shows a car chase which ends with Joe using his gun to kill a man in self-defense.

Additional cast members include Benicio del Toro as Miguel and Harry Crews and Eileen Ryan as the Bakers.

Penn spotted Mortensen in the film Fresh Horses and was drawn to the actor's "angularity, a severity to his handsomeness," that he thought would be perfect for the role of Frank.

[3] Penn and Phillips sent Mortensen the script while he was making Young Guns II in Tucson, Arizona and flew there to meet with him.

[3] Viggo Mortensen said in an interview several years after her death that during post-production, Sean Penn cut a scene in which she had eight pages of dialogue.

The fact that most of us knew that she was dying of ovarian cancer as she showed us the emotional disintegration of the character made the experience all the more poignant.

I will always remember the three days we spent working on that ambitious scene: the sense of family, the pride in acting with her, the undercurrent of loss.