Writer-director Sarah Polley had intended her feature film debut to be based on a script she wrote about a 12-year-old actress starring on a television series. She was unable to get the project green lighted, and turned to another, an adaptation of one of her favorite short stories, Alice Munro's "The Bear Came Over the Mountain". The story deals with a couple in their Sixties coping with the wife's Alzheimer's disease.