When Roger Corman got New World Pictures running, he hired Stephanie Rothman — who started working for him since 1964 as his assistant — to write and direct its second film. Rothman had no idea what an exploitation movie was until she saw a review that called her movie one.

She said to Interview, “I had never heard that term before. Roger never used it. So that’s how I learned that I had made an exploitation film. Then I went and did some research to find out exactly what exploitation films were, their history and so forth, and then I knew that’s what I was doing, because I was making low-budget films that were transgressive in that they showed more extreme things than what would be shown in a studio film, and whose success depended on their advertising, because they had no stars in them. It was dismaying to me, but at the same time I decided to make the best exploitation films I could. If that was going to be my lot, then that’s what I was going to try and do with it.”

The genius of Rothman is that she could take the expected — men have fantasies over nurses — and make a movie that sure, has all the nudity that the exploitation tag demands, but also challenge viewers and make them see more than just breasts.

In an interview with Henry Jenkins, she said, “…we were free to develop the story of the nurses as we wished, as long as there was enough nudity and violence distributed throughout it. Please notice, I did not say sex, I said nudity. This freedom, once I paid my debt to the requirements of the genre, allowed me to address what interested me… political and social conflicts and the changes they produce. It allowed me to have a dramatized discussion about issues that were then being ignored in big-budget major studio films: for example, a discussion about the economic problems of poor Mexican immigrants… and their unhappy, restive children; and a discussion about a woman’s right to have a safe and legal abortion when, at the time, abortion was still illegal in America. I have always wondered why the major studios were not making films about these topics. What kind of constraints were at work on them? My guess is that it was nothing but the over-privileged lives, limited curiosity and narrow minds of the men, and in those days they were always men, who decided which films would be made.”

Keep in mind, Rothman made this in 1970, when women were still fighting to be seen as equal.

There are four student nurses, all sharing the same house as they navigate the adult world for the first time. Phred (Karen Carlson) is in love with Dr. Jim (Lawrence P. Casey) but accidentally ends up in his roomate’s bed. Sharon (Elaine Giftos) loses her objectivity when helping a terminally ill boy try and live. Lynn (Xenia Gratsos) decides that hospitals aren’t really treating people that really need it, so she starts a free clinic with a revolutionary named Victor Charlie (Reni Santoni). Priscilla (Barbara Leigh, who didn’t just date Elvis and Steve McQueen, but was the first live model to wear the Vampirella costume on the cover of the magazine) is the free spirit that ends up in the arms of a drug dealing biker who knocks her up and drives away, leaving her all alone to get an abortion from Dr. Jim, Lynn and Sharon in a brutal scene that Rothman juxtaposes with tender lovemaking moment.

It’s all very Valley of the Dolls but with a message and not sheer insanity inside. And it moves, let me tell you, it flies. Acid trips, love, loss, pain, growing into who you will be. There are a lot of big messages in here. And yes, lots of breasts. But those are the prerequisites for Rothman to tell her story. Corman asked her to direct a sequel to either this or The Big Doll House, but she turned both down. After The Velvet Vampire, she left for Dimension Pictures. After nearly a decade of trying to make movies her way, she quit around 1978. She told the Austin Chronicle, “For a few years I ran a small proto-union for a group of University of California professors, doing their lobbying and writing a political newsletter about labor issues of concern to them. Then, starting with a small inheritance, I began to invest in commercial real estate.”

She’s said she looked back on her career with both satisfaction and regret, never making the movies she really wanted to make. Even then, she made something out of nothing.

As for Corman, he nearly owned the market on young girls doing jobs in a sexy way after this, including more nurses (The Young Nurses, Private Duty Nurses, Candy Strip Nurses and Night Call Nurses), models (Cover Girl Models), stewardesses (Fly Me) and teachers (Summer School Teachers and The Student Teachers).  They’re good, but not this good.

You can watch this on Tubi.