Harrison Marks had written Come Play With Me's script in 1970 not long after making The Nine Ages of Nakedness, but it was to remain on the shelf while in the ensuing years Marks was declared bankrupt, had been the subject of an obscenity trial, and drank heavily. Marks made ends meet during this period by shooting softcore sex film shorts for the British 8 mm market, as well as hardcore, blue movie shorts for overseas.

In the mid seventies Marks had begun selling explicit photo shoots to porn publisher David Sullivan’s top shelf magazines, such as “Latent Lesbian Fantasy” featuring Cosey Fanni Tutti, which appeared in the first issue of Sullivan's Ladybirds magazine in August 1976. Evidently Marks had also sold Sullivan the rights to some of his 8 mm sex films as well, as adverts by Kelerfern (a Sullivan mail order company) carried Marks directed sex shorts like Hole in One, Nymphomania, King Muff and Doctor Sex for sale around this period. "George was a great entertainer, he was a bit of a drunk really, but he was good fun" Sullivan remarked in the 2005 documentary Oo-Err Missus, “he said to me: "I’ve got this old script I’ve had for years", I said: "give us a look George" and within three weeks we were shooting it”.

Sullivan saw Come Play With Me as a chance to turn his then-girlfriend and magazine cover girl Mary Millington into a film star, as well as an opportunity for some cross-media marketing. Sullivan's magazines like Playbirds and Whitehouse are seen/referenced throughout the film, but it was with promoting the film through his magazines that Sullivan really came into his own. Months before the film's release Sullivan’s readers were promised Come Play with Me would be "the British Deep Throat" and would "make Linda Lovelace look like Noddy".[1] To add credibility to these claims, photo shoots that were only a few shades away from hardcore were published in Sullivan’s magazines and claimed to be stills from the upcoming film, whereas in fact they bore little resemblance to anything in Come Play With Me. A fixture in these photo shoots was hardcore actor Timothy Blackstone, sometimes billed in the articles as “Randy Buck, Esquire”. In spite of this exposure Blackstone does not appear in the actual film.

The hype for Come Play with Me also spread to the letter pages of Sullivan’s magazine, a fan letter of dubious authenticity (as it refers to scenes that don’t appear in the film) from “Bert U” to Mary Millington in Whitehouse, no.27 claims “Dear Mary, I must congratulate you on your film Come Play with Me, I found it screamingly funny and very sexy as well…I loved every randy moment… everyone was so natural, and Henry McGhee (sic) as the PM was superb.” The letter also goes on to falsely claim that the actor Roy Kinnear appears in the film and that “(Roy) looked like a Roman Emperor in the swimming pool scene. I‘ll bet it took him all his time to keep his towel on during rehearsals for the film… it looked to me, Mary, as though you were fucked rigid during the film”.

While Millington’s popularity and Sullivan’s relentless publicity campaign are without doubt what made the film a success, Come Play with Me remains a peculiarly Harrison Marks concoction, with Marks’ background as a photographer of nudes, his love of old-style British music hall comedy, and his heavy drinking adding much to the film's overall character. As comic counterfeiters Cornelius Clapworthy and his sidekick Maurice Kelly, Marks and Alfie Bass resemble a baggy pants comedy double act from the music hall days, the pair even sleep together in the same bed à la Morecambe and Wise. Marks also throws in a song-and-dance routine “It's Great to be Here”, performed by Marks, Bass, and a group of sexy nurses. "George was in a bit of a time warp, he forgot at times that it was a sex film he was making", commented Sullivan, “he thought he was making some vaudeville comedy… I thought it was a weird old film”[2].

Much of the glamour in the film was provided by nude models popular in Sullivan's top-shelf magazines at the time (Millington, Pat Astley, Penny Chisholm), as well as more mainstream comedy actresses like Ingmar Bergman’s daughter Anna Bergman, Sue Longhurst and Suzy Mandel from The Benny Hill Show. Lower down the cast list, actresses like Lisa Taylor, Sonia Svenburger, Suzette Sangalo Bond, all had blue movie backgrounds.

Come Play With Me was filmed during the winter months of 1976. Bovington Manor was in reality the Weston Manor Hotel near Oxford. Due to work commitments Suzy Mandel was absent from the scene that introduces the girls travelling to Bovington Manor onboard a coach (she was in fact taping a Benny Hill episode at the time).

After seeing a rough cut of the film Sullivan and representatives of the distributor Tigon thought the film needed more nudity as well as more Mary Millington so several additional scenes - including Mary's big scene with Marks' regular Howard 'Vanderhorn' Nelson - were filmed. The 'add on' nature of these scenes to the narrative is sometimes apparent.

Several hardcore porn scenes were also shot for Come Play With Me. These would have appeared towards the end of the film, however in the event all traces of actual hardcore sex were cut from these scenes in the pre-release stage and the explicit footage went AWOL soon after. "For real" were the lesbian scene between Mary Millington and Penny Chisholm, as well as the heterosexual sex scenes between Lisa Taylor and Derek Aylward, Suzette Sangalo Bond and an unknown male, and Sonia Svenberger and Gordon Hickman. These scenes do remain in the film, albeit heavily cut down to soft core, with only Penny Chisholm's "flushed" beetroot colored expression during her sex scene with Mary, giving a hint of these scenes' explicit origins.

Regarded by many as the most successful of the British sex comedies of the seventies, the film ran continuously at the Moulin Cinema in London's West End from 1977 to 1981.[3] In a publicity stunt for the second year anniversary of the film’s opening, both Suzy Mandel and Mary Millington posed in lingerie on the Moulin cinema's marquee.[4] Sullivan's follow up film The Playbirds (1978), righted this wrong, by giving Millington a more sizable role.