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.
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.
Matthew wanted more ground fighting in this film then he had previously done. Because of this Albert Valenzuela was brought in as an assistant fight coordinator to work with Matthew and Melissa on jiu-jitsu and judo techniques.
When Ryan Harris was brought on board as Executive Producer the first thing she did was inform director Matthew Jasso that the character of Max didn't do anything. From this and additional notes from her the character of Rick Caldon was split into Besson and Rick Caldon. Rick Caldon became a physical antagonist to Max and many of his mannerisms and attire were created by actor Scott Kirfman. Besson then became the more exposition like character.
Principle photography took ten months. This was caused by no one being paid for the project so everything was scheduled around their personal lives. Actress Melissa Dawn Smith not only got married during this time but was also pregnant during the end of principle photography.
In one of the early drafts the Grayson's had a baby and Kim was their babysitter. Once the baby was taken out of the story the character of Kim was dropped as well. Then during the re-write it was decided that in the interest of time the Graysons needed a driver and Kim was put back into the story for that purpose.