Much of the script was written when writer/director Matthew Jasso would meet with actress Melissa Dawn Smith and he would just toss out a subject for them to "discuss". He would then put these scenes into the script.
All of the scenes in the Grayson apartment were filmed in the first week of principle photography.
In the script the character of Kim was present in several additional scenes. Unfortunately Whitney Hoy (the actress playing Kim) was unavailable for some of the shooting days so her lines were given to the character of Allistair.
When the original actor playing Allistair had to exit the project, Ryan Harris (executive producer) suggested Paul Scofield for the part. After his audition director Matthew Jasso thought it would work. On the first day of filming for Paul arrived with the signature hat, shades, hawaiian shirt and rat tail. The director loved it.
Unlike Matthew Jasso's previous action filmed that took place at night and was about a hitman, it was very important that this film have the good guys be good and not just protagonists. Very few scenes were shot at night and the character of Max not only never kills anyone but never even picks up a weapon.