This making-of features additional background on the original ideas for the film. Shyamalan discusses his initial inspiration to make the ultimate B-movie, but one that morphed into something deeper. The cast and crew discuss the character motivations, the mood of the film, shooting in and around Philadelphia, and more.

• M. Night Shyamalan
• Jose L. Rodriguez
• Barry Mendel
• Sam Mercer
• Zooey Deschanel
• John Leguizamo