Beneath is a thriller-horror film co-produced in a first time partnership between Paramount Classics (a Viacom subsidiary) and MTV Films (although both co-purchased the rights to Hustle & Flow the previous year). The film is directed by the newcomer Dagen Merrill, who co-wrote the script with Kevin Burke, and the list of producers include Sean Covel and Chris Wyatt (Napoleon Dynamite, Think Thank), as well as Troy Craig Poon. In Paramount Classics's first horror movie, which marks the company's expansion from acquisitions into the production arena, the cast includes Nora Zehetner (Brick, May, R.S.V.P., Everwood) and Matthew Settle (U-571, Band of Brothers).