One of the inspirations for the movie came from a story Peter Hedges had heard about a group of young adults who had "borrowed" an apartment so they could celebrate their first Thanksgiving in Manhattan together. The oven in the apartment did not work so they had to go door to door in the building, trying to find an oven in which to cook their turkey.
Although the film is dedicated to Peter Hedges' mother, who died of cancer, the only true aspect he incorporated is the line where Joy talks about the fictional singer "Smack Daddy". The line is almost word for word what Peter's mother told him while in the hospital, the only exception being that she was talking about Barry White.
Writer/director Peter Hedges gave Derek Luke an audition without knowing anything about El Triunfo Del Espíritu (2002). After seeing the audition, Hedges not only cast Luke but described the experience as the best audition since Leonardo DiCaprio tried out for ¿A quién ama Gilbert Grape? (1993).
Shot in just 16 days on a budget of $100,000. Costs were kept this low by the film company InDigEnt cutting a deal with the unions. This meant that Peter Hedges was paid $10 to direct the film, and another $10 to write it. All the actors worked for $248 a day.