While in Los Angeles, the play was developed as a screenplay. After three years of false starts and frustration, Lynne Adams married and moved to Boston, leaving Hollywood and her movie behind. Her husband, George Fifield, is a curator of new media with a passion for video. When Lynne suddenly saw the way to make Two Faced as a video mockumentary, the script of Made-Up practically wrote itself. Lynne sent the first draft to Brooke in Los Angeles who knew instantly this was a movie she wanted to make. The two sisters committed themselves to producing it and Sister Films was born.

In developing the script, Lynne mentioned that she would like to add three characters to be the mockumentary crew. Brooke couldn't believe the coincidence. Three young men - Lance Krall, Jim Issa and Kalen Conover - were staying in Brooke and Tony's guest house and Brooke had been thinking about bringing them into the process, but wasn't sure how. They were members of a comedy improv group that Tony had seen in Atlanta. Lynne began writing them into the script.

Jim brought the project to their producer in Atlanta, Bob Weiner. When Bob signed on as an investor, plans for shooting the movie became real. Tony Shalhoub agreed to direct. Brooke and Lynne brought Mark Donadio in to produce with them. Mark is a veteran of major productions mounted in the Boston area including USA Films' Session 9 and the underground hit Next Stop Wonderland. Mark was able to assemble a first-rate crew including: Gary Henoch as Director of Photography, Juliet Carter as Art Director, Karine Albano as Lighting Designer, Lisa Lesniak as Costume Designer, Trish Seeney as Makeup Designer, and Brian Robel as Line Producer.

Finding the person to play Brooke's seventeen-year-old daughter, Sara, was proving to be extremely difficult. Auditions were held in Boston and on the West Coast. One week before shooting began the role was still not cast. Tony liked one person, Brooke another, and Lynne a third. There was no one they could agree on. Brooke had bumped into Eva Amurri in NYC a few months before and remembered thinking that she would be perfect for Sara. They sent her the script, and Eva made a tape of herself in several scenes. The tape arrived two days before shooting began. When they saw it Brooke, Tony and Lynne were ecstatic. There was no doubt in any of their minds they had found the perfect Sara.