Krauss was apprehensive at first, noting drastic differences between her personal acoustic style and that of Twain. She stated, "It's so different from what we do, we didn't know what liberties we were supposed to take. Were we supposed to learn it off the record? Were we supposed to learn the themes?" She found aid in Twain's then-husband and producer Robert John "Mutt" Lange, who told Krauss to perform the songs as if they were her own. While preparing for the show, Krauss said she found the songs very simple to learn because of their catchy melodies that could function in any musical style. While traveling on the Up! Tour, Twain decided to cover of AC/DC's "You Shook Me All Night Long" (1980) for the television special. However, she edited the song's lyrics to void them of the crudeness she was not fond of singing along to as a teenager. Krauss later expressed her opposing views, saying she would have personally kept the original lyrics. The show was modeled after Elvis Presley's '68 Comeback Special, with a similar stage and Twain being costumed by a black, leather jumpsuit. The concert was filmed in November 2003 at a sound stage in Nashville, Tennessee to a crowd of 300 attendants. Up! Close and Personal was directed by Beth McCarthy-Miller, who also directed Up! Live in Chicago, and was produced by a team that consisted of Dan Braun, Cliff Burnstein, Carol Donovan, McCarthy-Miller, Peter Mensch, and Marc Reiter.
