Mark Thompson's original storyline was an eleven-page script he wrote as part of his acting class. At the time, his mother was terminally ill, and he wrote all the things he might wish he had said after she passed away. Thompson showed it to director Rich Thorne, who suggested that he take it out to feature length. The film itself was shot on weekends in late 2001 and early 2002. During that time, Mark Thompson's sister died; his father passed away shortly after production wrapped. Also during that time, both of Rich Thorne's parents died in a period of less than two weeks.