In the summer of 1997, Heather was attending an event where she overheard a young woman speaking about her experience as an elementary teacher in the Compton Unified School District. The teacher told shocking stories of leaky roofs, broken windows, not having books for her class, and no support from her administrators. Heather found herself so outraged and intrigued by the woeful situation described by the teacher, that she began doing initial research on the troubled school district. Heather gathered newspaper and magazine articles that chronicled the events leading to the ultimate takeover of the district. Heather also spoke with plaintiffs who had filed a lawsuit, in conjunction with the ACLU, against representatives of the California State Department of Education. When Heather was ready to see the conditions for herself, she asked Scott if he'd like to join her for a tour of Compton's schools. The two were stunned by what they saw. Decaying campuses surrounded by barren playgrounds was the norm, rather than the exception. They had seen better looking schools in third world countries. The appalling conditions of the schools were enough to persuade both of them that they had to take action. After some intial interviews with frustrated teachers, parents and students, they dedicated themselves to telling this story in hopes it would inspire action from others. School Takeover was shot on Hi-8 over the course of the 1997-98 schoolyear. Heather and Scott financed the documentary out of their own skinny pockets and were very thankful for the in-kind donations of equipment and services they recieved from Los Angeles production community.