Half the budget was provided by Roger Corman for New World Pictures; the rest was raised by Sidaris.

[1] The protagonist is Stacey Hanson (Anne Randall), a private eye and race car driver.

She is hired by aging heiress Florence Chambers (Marjorie Bennett) to investigate the close members of her family who live in her mansion.

The role of Stacey Hanson was divided into two new characters: private detective protagonist Cody Abilene (Darby Hinton) and his girlfriend June Khnockers (Lynda Wiesmeier).

June can still reliably drive a high-performance race car, but it is Cody who performs most of Stacey's functions in the film.

[2] The discreet homosexual nephew John turns into Stuart (Michael A. Anderson), a drag queen in the second film.

The difference is that in the first film John wears regular clothes, while in the second Stuart is in full drag.

[2] The second film adds a character with no counterpart in the original: Contessa Luciana (Sybil Danning).