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 Thompsons sister died; his father passed away  shortly after production wrapped. Also during that time, both of  Rich Thornes parents died in a period of less than two weeks.