The film was originally conceived by Cretton as a short film based on his experiences as a line staff worker at a group facility for teenagers where he had worked for two years; it served as his thesis project for his master's degree in film at San Diego State University. The short film ran for twenty-two minutes and premiered at the 2009 Sundance Film Festival, where it won the Jury Prize in Short Filmmaking. After graduating from film school, Cretton decided to adapt the short into a feature-length screenplay, which won one of the Academy of Motion Picture Arts and Sciences' five Nicholl Fellowships in Screenwriting in 2010. The largest change Cretton made when adapting the short film into a longer screenplay was changing the lead character's gender: Denim, a man loosely based on Cretton himself, became Grace, a young woman and the facility's supervisor. Cretton researched similar facilities and interviewed former employees for the film, noting that the script featured stories directly told by children in these facilities from his interviews. By September 2012, Brie Larson, John Gallagher, Jr., Kaitlyn Dever, Rami Malek, Keith Stanfield, Melora Walters and Stephanie Beatriz were cast. Larson auditioned for the role of Grace via Skype after the script had been sent to her. Larson tried to convince Cretton to cast her by telling him that she had applied to volunteer with disadvantaged children to research the role. Cretton was impressed, and Larson did not reveal until later that she had been rejected by every organization to which she had applied. Larson and Gallagher prepared for their roles by shadowing line staff at a group home similar to that in the film, and collaborated to create backstories for their characters. Stanfield was the only actor from the original short film to reprise his role in the feature. Cretton struggled to contact Stanfield when casting the film in 2012—Stanfield had stopped acting, left his managers, and did not own a cell phone—but Cretton was eventually able to reach him by email to tape an audition. Most of the children featured in the film were cast through open casting calls, and most had no prior acting experience. At the same time, principal photography commenced and took place in Los Angeles, California.
The film is the kind of lovingly crafted, deeply affecting drama that gives small indie films a good name.
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