Writer/director Justin Wingenfeld was inspired by such vintage horror comics as "Eerie" and "Creepy."
Both Julian Wells and Debbie Rochon put real bugs in their mouths for the film's climax. Director Justin Wingenfeld convinced Rochon to put bugs in her mouth by doing it first.
Co-editor Brett Piper came up with the idea to repeat certain scenes from the perspectives of different characters.
Several characters are named after cult icons of horror and exploitation cinema. Nalder is named after actor Reggie Nalder while the characters of Franco and Damato are named after directors Jesús Franco and Joe D'Amato, respectively.
Shooting began on this film in June, 2002.