Director Je-yong Lee was first inspired to make the film after going out for a drink with actresses Youn Yuh-jung and Go Hyun-jung who both his close friends and later recalled, "I wanted to create something unconventional. I wanted to show the public how charming actresses are in real life." Yoon and Go were cast in the film alongside Lee Mi-sook, Choi Ji-woo, Kim Min-hee and Kim Ok-bin, each of them agreeing to take part with no guarantee.
Actresses (2009) was made without a script, instead being filmed on a scene-by-scene basis with the actresses improvising their performances according to the given situation. E noted: "I provided the basis for conflict and the actresses took it from there. The six women represent Korean actresses as a whole, and instead of creating something fictional I thought it would be interesting to feature each actress' charms and show something real." The film includes a real-life confrontation between Go and Choi, with each admitting that their on-set relationship was strained, and Go saying that she felt envious of Choi's looks.