Peter Bogdanovich got his start as a critic and historian, conducting interviews with some of cinema's most illustrious directors in their twilight years and publishing them first in a variety of books and magazines, then as a collection in his 1998 volume Who the Devil Made It: Conversations with Legendary Film Directors. Bogdanovich realized early on, however, that these interviews were not enough; he wanted to do more. So he moved to Los Angeles, fell in with the Roger Corman circle at the height of its creative brilliance and soon found himself working on such landmark exploitation vehicles as The Wild Angels (1966), doing double duty as an assistant director and an extra.

After this, the next logical step was directing a movie himself and Corman — then able to green light films with modest budgets that would actually wind up in a theater as opposed to going straight to tape, VHS, DVD, Blu-Ray or VOD — famously offered Bogdanovich a deal. The actor Boris Karloff, famous for his roles in the Frankenstein films, owed Corman two days of work on a multipicture deal and Corman offered the fledgling director these two days with Karloff, twenty minutes of footage from the recently completed film The Terror (1963, ostensibly a Corman film, but one which nearly everyone in Corman's circle — including Francis Ford Coppola, Monte Hellman, Jack Hill and Jack Nicholson — had a hand in directing), a minimal budget and a shooting schedule.