The story follows two 15-year-old girls, Zoe and Shelby. Zoe is diagnosed with scoliosis and has to wear a brace for a few years, which will lead to problems in her life. She is attracted to an older man, photographer Chance. Shelby, on the other hand, has problems at home. Her father is an alcoholic and is abusive towards her and her mother. Shelby and Zoe cross paths at school, and, through the physical and emotional growing pains in their lives, they test the limits of their relationship and start a friendship that will change their lives forever. When Shelby's mom finds out, everything explodes.
On February 9, 2012 it was confirmed that Jenna Fischer, Rita Wilson, Steven Weber, Davenia McFadden and John Corbett joined the cast. It was also announced that Irish actress Sarah Bolger and Emily Osment were cast in the lead roles. It was also revealed that actress Yvette Nicole Brown was asked by Probst to be cast into the film, but was unable to due to miscommunications.
The film was shot in Los Angeles in early February 2012.