Paper Clips takes place in the rural, blue-collar Tennessee community of Whitwell, where a middle-school class attempts to gauge the magnitude of World War II's Holocaust by collecting paper clips, each of which represents a human life lost in the Nazis' slaughter of Jews.

This film's genesis lies with Rachel Pinchot who initially saw an article about the Whitwell Middle School in The Washington Post.

The Johnson Group sent a team led by directors Joe Fab and Elliot Berlin to Whitwell to film key moments, such as the arrival of several Holocaust survivors from New York who shared their experiences with the community.

Hiltzik was impressed by the demo and showed it to the head of Miramax, convinced that the project was worth a full-length documentary.

The movie features interviews with students, teachers, Holocaust survivors, and people who sent paper clips.