The film emerged from a bruising creative struggle inside Roger Corman's newly formed New World Pictures. Corman had acquired a women-in-prison script by James Gordon White after the success of Jesús Franco's 99 Women, but Stephanie Rothman later said Corman demanded a rewrite. Rothman, her husband Charles S. Swartz, story editor Frances Doel, and producer Barney Woolner developed a new storyline and hired Don Spencer to write it after, according to Hill, Rothman and the others had effectively 'steamrolled over everyone.' Hill disputed the approach, disliked Spencer's screenplay, and later claimed that White's original script was not used at all. He nevertheless accepted the directing job because he badly needed the work, then extensively rewrote the material himself and deliberately injected more humor into what he considered an implausible exploitation story. Rothman said Corman had wanted her to direct after her success with The Student Nurses, but she turned the assignment down, leaving Hill to handle the troubled production. The competing accounts reveal the rough, improvisational power structure of early New World, where producers, spouses, story editors, and directors could all reshape a picture before it reached the screen; Hill also said elements discarded from the project later resurfaced in New World's Caged Heat.
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