Producer Glenn Kral said they originally shot test footage in 1989 to use for fund raising efforts, including Lisa Toothman running around in a bikini. But nothing happened, so it sat on a shelf for three years. A distributor friend was going to Cannes and asked if Kral had any trailers. So he edited one from the Dwelling footage. It ended up doing about $450,000 in pre-sales, which they used to produce the feature film in 1992 with Michelle Bauer replacing Toothman.
The film suffered from tragedy twice during production. A stunt man was almost deep-fried when a stunt car he was in burst into flames when a special effect backfired. After he escaped, they were putting out the flames, but the wind carried embers onto a nearby popular L.A. landmark (the was name withheld for legal reasons). It caught on fire. Luckily, they managed to put it out and no one was hurt. It was all caught on camera and the producer used the footage in the film.
One scene required a seedy motel exterior. So the crew located a flop house occupied by real prostitutes and drug addicts, which ruined business for the pushers and hookers, because the bright movie lights scared off customers. Michelle Bauer was supposed to shoot a topless scene near the location, but the director didn't let her do it. He was afraid her nudity may "stir up" a very unsavory crowd. Instead, she wore a strapless bikini top and they cropped the shot to make it seem like she was topless.
Elizabeth Corbett's debut.