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Nikki Reed was 15 years old when she co-wrote the film with director Hardwicke. It is a semi-autobiographical film based on her experiences as a thirteen-year-old. The script was written in six days. The movie almost received an NC-17 rating because of a powerful sex scene between the two main teenage girls, but the scene was cut from the film and later destroyed, because both actresses are under age.
Evan Rachel Wood plays a 13-year-old girl who lets her friendship with a wild girl (Reed herself) lead her into sex, drugs and self-destruction.
Holly Hunter, as Wood's mother, was nominated for the Academy Award for Best Supporting Actress.