Originally, Fred Olen Ray tried to get Vincent Price and then Jan-Michael Vincent to play the villain, but they turned it down. In fact, Ray said no one wanted the part until Lyle Waggoner agreed the night before they started shooting. After watching Waggoner give a very over the top performance on the first day, Russ Tamblyn asked Ray if they were making a comedy. Ray looked at Waggoner and said, "It is now." From that moment on, Ray decided to make it a spoof.
Fred Olen Ray said he decided to make a sword and sorcery film after hearing the sets for Roger Corman's Wizard of the Lost Kingdom II (1989) were still standing.