Writer and Director Joey Lauren Adams wrote the part of Lucy for herself, but gave the part to Ashley Judd when she decided she would be unable to direct the film and star in it.
Several scenes were filmed in Joey Lauren Adams' maternal grandmother's house in North Little Rock, Arkansas. Her grandmother temporarily relocated to allow for filming.
Ashley Judd committed to star in the film immediately after reading the screenplay when it landed in her lap at the 2005 Sundance Film Festival. Her commitment helped secure six million dollars.
Chief influences for Joey Lauren Adams in writing the screenplay were Tender Mercies (1983) and Urban Cowboy (1980).