A few things amaze me about this movie:

1. That it was intended as a sequel to 1967’s Valley of the Dolls, a veritable smorgasbord of sleaze and stupidity that I adore with all my heart, but which was a sizeable mainstream success.
2. That 20th Century Fox would hire Russ Meyer and Roger Ebert to make it. Ebert himself says that it wasn’t until after making the film that he realized how unusual it all was: “…in hindsight, I can recognize that the conditions of its making were almost miraculous. An independent X-rated filmmaker and an inexperienced screenwriter were brought into a major studio and given carte blanche to turn out a satire of one of the studio’s own hits.” When Fox producer Richard Zanuck greenlit the script, Meyer said, “I felt like I had pulled off the biggest caper in the world.”
3. That anybody has ever made a movie afterward, because this is the literal ultimate film of all ultimate films, a movie awash in overwrought pathos, exploitation and you can’t believe they went there insanity, blows my mind.

Neither Meyer nor Ebert read the novel Valley of the Dolls, but they knew what the film was all about — young innocent girls get chewed up and spit out by the hard and violent world of Hollywood and not all of them find redemption.

Ebert said that the duo wanted to take that ever further: “We would include some of the sensational elements of the original story- homosexuality, crippling diseases, characters based on “real” people, events out of recent headlines…heavily overlaid with such shocking violence that some critics didn’t know whether the movie knew it was a comedy.”

Meyer wanted to appeal to all audiences under thirty with something for everyone: mod fashion, hip music, soap opera romance, amazing set design, lesbians, orgies, drugs, transgender characters, Nazis, comedy, serious drama, plenty of skin, violent exploitation and an ending that had a moral — the so-called square-up reel.

They changed some characters — Susan Lake and Baxter Wolfe are really Anne Welles and Lyon Burke from Valley of the Dolls — but some are real people, like Ronnie “Z-Man” Barzell being based on Phil Spector decades before he became a killer. Randy Black is Muhammed Ali. And the end of the movie was based on the Tate-LaBianca Murders, claiming the life of Valley star Sharon Tate at the hands of the Manson Family.

Complicating the movie — for the actors — is that Meyer wouldn’t let on if the movie was really serious or comedic. Some decisions — SPOILER WARNING like Z-Man being Z-Woman SPOILER WARNING — were made on the spot, despite it having nothing to do with the rest of the film.

Roger Ebert said, “It’s an anthology of stock situations, characters, dialogue, clichés and stereotypes, set to music and manipulated to work as exposition and satire at the same time; it’s cause and effect, a wind-up machine to generate emotions, pure movie without message.”

While Zanuck had asked for an R rated to pushed the boundaries toward X, the film did receive an X rating. So Meyer responded by deciding that he wanted to insert even more sex and nudity into the film.

So what’s it all about? Glad you asked.

Kelly MacNamara (Dolly Martin, Playboy Playmate of the Month for May 1966), Casey Anderson (Cynthia Myers, Playboy Playmate of the Month for December 1968, and a woman whose nude photo was taken to the moon by the crew of Apollo 12) and Petronella “Pet” Danforth are The Kelly Affair. Kelly’s man, Harris Allsworth manages them and they decide to travel to Hollywood to meet up with Kelly’s aunt Susan Lake, who stands to inherit a big fortune.

Her financial advisor Porter Hall thinks they’re just hippies out to get her money, but she doesn’t care what that old man thinks. Instead, she introduces them to Ronnie “Z-Man” Barzell. He’s played by John LaZar, who is also in Deathstalker II, so it’s kind of ironic that he’s in the sequel to a movie that stars Lana Clarkson, the woman killed by the person he’s really playing here, Phil Spector. Woah.

To top it off, Kelly is wearing one of Sharon Tate’s outfits from the original in this scene. Dolly Read nearly couldn’t do the scene as she was in tears when she learned that the outfit had belonged to the dead actress. The publicity for the film — the famous three on a bed shot of the band — also has them wearing clothes from that movie.

He becomes their manager, enraging Harris, and renames them The Carrie Nations. Kelly soon falls for Lance Rocke (Michael Blodgett, who after acting in movies like Disco Fever and The Velvet Vampire, would write Rent-A-Cop and Hero and the Terror) while her ex-boyfriend ends up in bed with pornstar Ashley St. Ives (Meyer’s wife, Edy Williams). But soon, Harris can’t perform because he’s all tied into the booze and the dolls, baby. The dolls! The one time he can get it up, he knocks up Casey, his ex-girl’s best girlfriend who then has a lesbian affair with Roxanne (Erica Gavin, the star of Meyer’s Vixen), who asks her to get an abortion. Whew! So much happens so fast in this movie you really gotta keep up.

Meanwhile, Petronella has a storybook romance with Emerson Thorne (Harrison Page, Carnosaur) that ends in a brutal fistfight and near vehicular homicide when he catches her in bed with champion boxer Randy Black (James Iglehart, Angels Hard As They Come). Susan gets back with her old fiancee Baxter Wolfe (Charles Napier!) while drugs and touring beat up The Carrie Nations, until one show Harris leaps to his, well, not death, but he loses the use of his legs. Kelly falls back in love for him after his stupid fall. Emerson and Petronella get back together. Casey and Roxanne have lots of sex. If it seems like it’s all going to end up fine, Meyer is here to play with your mind.

Z-Man invites Lance, Casey and Roxanne (the latter two wearing real outfits from the 1960’s Batman TV show) to another of his drug-fuelled parties. After Lance turns him down, he reveals that he’s been a woman all along before going off — beheading Lance to the 20th Century Fox theme before stabbing his servant and getting Casey to fellate his gun before murdering her and her lover (this is teased in the film’s opening). Kelly, Harris, Pet, and Emerson arrive too late to save them, but they kill Z-Man and Harris starts to move his feet again.

While an overly preachy voiceover squares us all up, like we’re watching Mom and Dad or something, we watch Kelly and Harris, who is limping on crutches, enjoy nature before all three surviving couples get married at the courthouse.

Between this movie and Myra Breckenridge, Zanuck lost his job at Fox. That said — despite an X rating and a meager $900,000 budget (Meyer came in $100,000 under) — it ended up earning more than $40 million dollars. Of course, they also had to pay out Valley author Jacqueline Susann’s estate for damages, which meant that the movie starts with this disclaimer:

THE FILM YOU ARE ABOUT TO SEE IS NOT A SEQUEL TO “VALLEY OF THE DOLLS.” IT IS WHOLLY ORIGINAL AND BEARS NO RELATIONSHIP TO REAL PERSONS, LIVING OR DEAD. IT DOES, LIKE “VALLEY OF THE DOLLS” DEAL WITH THE OFT-TIMES NIGHTMARE WORLD OF SHOW BUSINESS BUT IN A DIFFERENT TIME AND CONTEXT.

Needless to say, this is in my top films ever. If you ever visit and you’d like to watch while I scream the songs at the screen and jump up and down, you’re invited.