Sally Kirkland said her agency didn't want her to make this because she was an Oscar nominee and should be looking for more prominent projects. But she took it because producer Roger Corman asked her to. She'd grown up with Corman, worked as a casting director for him and his wife, and he mentored her on producing. They were very close and she was the godmother to his oldest daughter. He also paid her very well to star in this film, which he rarely did for anyone that worked for him. Kirkland ended up being very proud of the film.