The line James' delivers before attacking The Girl, "What's it going to be then, huh?" is from the Director's favorite novel, 'A Clockwork Orange' - "What's it going to be then, eh?".
The film is based on a short story by co-writer/director Michael Dunn. The first version of the story was written in 1987 and was inspired by his wife's (whom he was dating at the time) recurring nightmare as a teenager. The nightmare's structure was identical to the story (and film) where a young woman is dragged back and forth between two rooms, with a bet placed on which room she'll die in. Part of the three-page story was lost and Michael rewrote it in 1993, expanding it to explore what was going on in the girl's mind. The story was published in 2005 in the UK-based horror anthology "Thirteen." When writing the first draft of the script, Michael shifted the focus from The Girl to the two men, since the sole dialog in the story was a mumbled "Please" by The Girl. Michael felt it would be more interesting to explore the characters of the men, since, without gags, they'd actually be able to speak.
Due to tight schedules, parts of the film were shot even while the set was being deconstructed off camera. The reveal of the angels in the closet, the overhead shots in the hallway and James' scenes at the table under the window were the last shots of each day, filmed while the rest of the set was dismantled.