The film was developed over a period of 10 years by Atchison, who came up with the initial concept after seeing the 1994 Scripps National Spelling Bee and noting that a majority of the competitors came from well-off socioeconomic backgrounds. After completing the script in 1999, Atchison won one of the Nicholl Fellowships in Screenwriting in 2000, which attracted producers Sid Ganis and Nancy Hult Ganis. After an initial inability to secure funding, the project got a second wind as a result of the success of the 2002 documentary film "Spellbound". Lionsgate Films undertook the production in 2004 and in the following year it was filmed in South Los Angeles on a budget of over $6 million.