Writer/Director Dawson "Lee" Williams was in a directing class at Long Beach City College taught by actor Mark Piatelli. Mark's class centered more on acting than directing so that directors could learn about what actors go through. The class inspired Lee, formerly a successful businessman, to make this short film (produced by Long Beach State Film Teacher Gary Prebula) featuring a cast of character actors who have been in the business for many years . Mark got the role of the main characters' son, and several crew members were also in his directing/acting class including still photographer Kelly Nuti and James M. Tate.