USA UP ALL NIGHT: Critters 2: The Main Course (1989)

EDITOR’S NOTE: Critters 2: The Main Course was on USA Up All Night on June 9, 1997.

The first film Mick Garris directed, Critters 2, brings the evil aliens back to Earth as a hidden number of eggs hatch, bringing Ug (Terence Mann), Lee (Roxanne Kernohan), and Charlie McFadden (Don Keith Opper) back to the planet to stop the Critters. However, when the evil creatures eat Lee, Ug begins to grow depressed and transforms from his rock star form to his actual alien appearance.

This time, the Crites have a new power to form a giant ball of black fur. It’s pretty intense, and this movie was intended to be scarier than the first one. Did they succeed? Roger Ebert said, “Unlike the original film, which was a genuinely entertaining ripoff of E.T., Starman, The Terminator and Gremlins, this movie is not even a competent ripoff of Critters.” He followed that up with this: “The makers of this film could not generate a single idea that was not provided for them by the makers of the original film. They went into the project with a ripoff on their mind.”

But hey — Eddie Deezen is in it!

They also made at least three more after it. As someone who has adopted two chihuahuas, I like these movies. Obviously. I lived with these aliens before.

USA UP ALL NIGHT: Puppet Master III: Toulon’s Revenge (1991)

EDITOR’S NOTE: Puppet Master III was on USA Up All Night on May 24, 1996.

Directed by David DeCoteau and written by Charles Band, C. Courtney Joyner and David Schmoeller, Puppet Master III is not a sequel but instead a prequel, starring Guy Rolfe as the creator of the many puppets that we’ve come to know, love and maybe be afraid of, the legendary Andre Toulon.

When the story begins, Toulon and his wife, Elsa (Sarah Douglas), are performing puppet shows for children, incorporating anti-Third Reich messaging, such as when Six-Shooter attacks a Führer puppet. A German scientist named Dr. Hess (David Abercrombie) wants to create a formula for living puppets, while Major Kraus (Richard Lynch) wants to arrest him for treason. To prevent this, he takes him and his puppets, Tunneler and Pinhead. He also kills Elsa right after Toulon gives her a puppet with her likeness. That puppet becomes the Leech Woman, and we also get to see another creation named the Jester.

Hess isn’t horrible. He bonds with Toulon, who explains that each puppet was someone he knew and loved. Their strong will to live after death kept them residing within each of their creations. This is also the origin of Blade, who may be the most popular of the puppets.

I hate that the new movies make the puppets become Nazis instead of killing them. Let’s get back to the idea of this movie because it works so much better.

USA UP ALL NIGHT: Puppet Master 2 (1990)

EDITOR’S NOTE: Puppet Master II was on USA Up All Night on May 24, 1996.

Puppet Master 2 begins in 1990 as André Toulon’s grave is being excavated by Pinhead, who opens the coffin and pours a vial onto his creator’s skeleton while Blade, Jester, Tunneler, and Leech Woman watch. Soon, the skeleton raises his arms, and Toulon is back from the dead.

Then, we return to the hotel where Megan from the last movie was killed, and as a result, Alex is suspected of her death and is in an insane asylum. Nothing is mentioned about the reanimated dog.

Soon, the puppets attempt to steal away parapsychologist Carolyn Bramwell, whom Toulon believes is the reincarnation of his deceased wife, Elsa. There’s also a new puppet named Torch along for the ride. This one also explains why the puppets kill — they need brain tissue to stay alive. 

This one ends with Toulon double-crossing the puppets in the hope of bringing his wife back from the dead. Like I said before, no one should screw with the puppets, not even the Puppet Master.

Strangely enough, the only reason why Leech Woman was destroyed in this movie was that studio executives at Paramount hated her. Another bit of trivia — look for Mr. Punch from Dolls on Toulon’s shelf.

Puppet Master II is the only movie that David Allen, who created the puppet special effects for the first film, directed. Check out our review of The Dungeonmaster to learn way more than you may want to know about this talented artist with a dark secret.

USA UP ALL NIGHT: Puppet Master (1989)

EDITOR’S NOTE: Puppet Master was on USA Up All Night on January 30, 1993.

Puppet Master may have started with one direct-to-video movie, but since then, there have been ten sequels, a crossover with Demonic Toys and a recent reboot, Puppet Master: The Littlest Reich.

After Empire Pictures went out of business, Charles Band started Full Moon Productions, which would partner with Paramount Pictures and Pioneer Home Entertainment to create direct-to-video movies. Puppet Master would be first and it’s very similar to another Band movie, Dolls. Yes, this was initially intended for theaters, but Band thought it would make more money as a home release.

Think Star Wars is confusing? Well, Puppet Master is really the sixth film in chronological order. It starts in Bodega Bay, California, in the year 1939. A puppeteer named André Toulon (William Hickey, Uncle Lewis from National Lampoon’s Christmas Vacation) is finishing a puppet he calls Jester when Nazi spies come for him. He places Jester and the other puppets (Blade, Shredder Khan and Gengie) into a hidden panel before killing himself.

Fifty years later, psychics Alex Whitaker, Dana Hadley, Frank Forrester and Carissa Stamford take a journey to meet their old colleague Neil Gallagher, who has found Toulon’s hiding place, all thanks to a series of visions. Soon, a doll named Pinhead is taking out the psychics one by one, finally revealing that Neil has been alive all along, using Toulon’s Egyptian secrets of alchemy to reanimate himself. However, he’s dumb enough to cross the puppets and throw Jester at a chair. Those puppets stay together. Only Alex and Megan survive, along with Dana’s formerly taxidermied dog, which is now mysteriously back alive.

Such a small debut for a series that would go on to so many more installments, right? Even though they only have five minutes of screen time, people fell in love with the little guys. How can’t you adore Blade, who is based on Klaus Kinski and the Leech Woman? Strangely enough, most of the music in this movie comes from a film Band produced that’s also about bringing inanimate objects to life, Tourist Trap.

USA UP ALL NIGHT: Five Elements Ninjas (1982)

EDITOR’S NOTE: Five Elements Ninjas was on USA Up All Night on June 5, 1992 as Super Ninjas.

Chang Cheh directed ninety movies from 1965 to 1993* as well as wrote all the lyrics to the songs featured in his films. The majority of his most well-known movies in the West feature the Venom Mob of Kuo Chui, Lu Feng, Chiang Sheng, Sun Chien, Lo Mang (along with Wei Pai), a group of martial arts masters who appeared together and separately across numerous Shaw Brothers films.

Also known as Super Ninjas, Chinese Super Ninjas and Chinese Super Ninja, this movie seems as if the weirdest and most violence-obsessed kid in your grade school class was suddenly given enough money to stop scribbling in his notebooks and instead allowed to make a movie that is pretty much non-stop ninjas horribly murdering one another.

This is, quite frankly, the highest praise that I can give to a movie.

I mean, let me sum up the first five minutes: Chief Hong (Chan Shen) has challenged his rival Yuan Zeng (Kwan Fung) for the title of martial arts master, which mainly entails sending each other’s students after one another in battles to the death. Hong has cheapened these wars of honor by inviting a foreign samurai to the contest. He kills one of Zeng’s students before being stopped by Liang Zhi Sheng (Lo Mang). Before he commits seppuku, he throws a spiked ring to Zeng, which poisons the master and keeps him from doing kung fu until he heals.

There’s no time to heal, as a new challenge arises from the Five-Element Ninjas. Zeng asks Sheng and Tian Hao (Cheng Tien Chi) to fortify the school while ten of his best men answer the challenge. What follows is a series of increasingly brighter colored ninjas, basically showing you every Mortal Kombat fatality nearly a decade before the game came out. The ninjas also send Senji (Chen Pei-Hsi) to infiltrate the school. Yes, Hong and Mudou (Michael Chan, who didn’t just play triad gangster roles, but left the police to become one), the leader of the ninjas, are pretty much the winners before the fight even gets started.

Within a few weeks, she has mapped out the entire school and Mudou’s ninjas attack as she offers herself to Sheng. He refuses her, but allows her to play the flute for him. As she entertains him, everyone in the school except for Ha escapes and visits his old ninja master. Joined by four other fighters, he challenges the Five-Elements Ninjas and Mudou, who has killed Hong and taken the title of master.

This movie is quite frankly fantastic. It blew my mind throughout and never lets up, like a children’s show that has wall-to-wall gore. As the first movie in our week of Hong Kong films, it has set a high bar that other films will really have to battle to scale and exceed.

You can watch this on Tubi.

*The Legend of the 7 Golden VampiresFive Deadly Venoms and Crippled Avengers, to name a few.

USA UP ALL NIGHT: Echoes (1982)

EDITOR’S NOTE: Echoes was on USA Up All Night on March 30, 1990.

Michael Durant (Richard Alfieri) has always dreamed of a man who is trying to kill him. Spoiler: It’s his twin brother who died in the womb. Now, that man wants to possess him, which mostly means that he gets mean to his girlfriend Christine (Nathalie Nell).

That said, this movie is quite interesting because it presents a supernatural idea, but treats dream possession as if it were a fact of life, and everyone just moves on. It’s also the last movie for Gale Sondergaard, Mercedes McCambridge (who played Pazuzu), and Ruth Roman, who plays Michael’s mom.

It’s nearly an Alfieri vanity project, as he co-wrote it with Richard J. Anthony and sings one of the songs on the soundtrack. It’s directed by Arthur Allan Seidelman, who also directed Alfieri’s script for Six Dance Lessons in Six Weeks. I know him from his first movie, Hercules in New York. He also directed I Think I’m Having a BabyStrange Voices, the Cannon movie Rescue Me as well as several movies that Alfieri acting in, such as MacbethChildren of Rage, an episode of Magnum P.I. by the title “I Never Wanted to Go to Paris, Anyway” and a Trapper John, M.D. episode titled “In the Eyes of the Beholder.” In fact, the only film Alfieri acted in that Seidelman didn’t direct was In Search of Historic Jesus.

You’ll probably hate the protagonist, as he’s a jerk to everyone even before he gets possessed. I wanted this to be better because it has the right idea. It just isn’t great.

You can watch this on YouTube.

Sizzlin’ Summer of Side-Splitters 2025: Summer Camp (1979)

Sept 22-28 Chuck Vincent Week: No one did it like Chuck! He’s the unsung king of Up All Night comedy, a queer director making the straightest romcoms but throwing in muscle studs and drag queens. His films explore the concept of romance from almost every angle – he was deeply passionate about love.

Directed by Chuck Vincent and written by Mark Borde and Avrumie Schnitzer, this had such a low budget that the cast and crew actually stayed at camp to save money.

Here’s the story: Camp Malibu’s director, Herman (John F. Goff using the name Jack Barnes), invites past campers to a ten-year reunion in the hopes of persuading the young adults to help save the camp. Hijinks ensue, and at least everyone is in their twenties, right? But why are they having a contest over who can poop the most?

It’s also a The Witch Who Came from the Sea reunion! John F. Goff and Virkina Flower were both in that. At least this time, he wasn’t her abusive father, and she wasn’t the younger version of his daughter.

Speaking of Virinka, her career was wild. As a child, she appeared in the aforementioned Matt Cimber film and Drive-In Massacre, as well as Mag WheelsThe Capture of BigfootBeyond EvilTerror On Tour (as the “well-endowed lady”), the end-of-times movie Early Warning, and the Leif Garrett film Longshot. She went on to be a costume designer — on the Chuck Norris kid film Top Dog and the Aaron Norris starring Overkill — as well as a set decorator on Kirdy Stevens’ adult film Playing With Fire, as a wardrobe supervisor on FrightmareThey’re Playing With FireSilent Night, Deadly NightMidnight and Grounded for Life, plus being the assistant director on Island Fury. And oh yeah! She’s the daughter of George “Buck” Flower.

If you see Barbara Gold in this role as Pam and wonder, “Why do I know her?” That’s a super young Linnea Quigley.

Also look out for Brenda Fogarty (Fairy TalesFantasm Comes Again) and Vincent as a prospector under the name Dustin Pacino Jr.

You can watch this on Tubi.

USA UP ALL NIGHT: Mirror of Death (1988)

EDITOR’S NOTE: Mirror of Death was on USA Up All Night on August 3, 1991 as Dead of Night

Sara (Julie Merrill) escapes her abusive partner, Bobby (John Reno), and winds up at the home of her actress sister, April (Janet Graham, the wife of TV movie director William, who made Get Christie Love! and Return to the Blue Lagoon), who is leaving town and lets her stay. Bobby breaks into the house, slaps her around, tries to rape her and then gets stopped by April’s boyfriend Richard (Richard Fast).

Sara takes a bath, reads a book of magic and ends up doing a ritual. This creates a mirror version of herself — yes, this is a spooky mirror movie — that walks into her, heals all her wounds, and resolves her problems. Tell me why demonic possession is an issue again?

That said, the mirror does tell her,  “Goodbye, Sara. I’ll give you back this body if it’s not to my liking…” when she goes to work. She then starts picking up bartenders with strange dances, tells people she’s the goddess of love and beauty, and also picks up salsa dancers, just to remind you this was made in 1988.

Sara hooks up with the bartender, who writes on her possessed mirror, causing her to kill him, which feels logical. Bobby then breaks in and gets killed, too. So many men get killed that at one point, three of them fall out of a closet, and Sara is shocked. She can’t even remember murdering them.

How do you solve a possessed mirror? John Smith (Bob Kipp), who rides a bicycle through Los Angeles and seems pretty good-natured for a possession remover. Sara responds by zapping out his eyes, just as her sister is possessed to kill her boyfrien,d and Sara even kills a few cops to make this even crazier. April shoots Sa,ra and get this, the surviving cops shoot the mirror demon until it dies. How is that a thing? And why would John Smith have blanks that April could use? Was she faking? Man, so many things are left up to us, the audience, right?

In another movie made the same year by the same director, Deryn Warren’s The Boy from Hell, characters watch this film on TV. He also made the Apolonia-starring Black Magic Woman, working with the same writer, Jerry Daly.

You can watch this on Tubi.

USA UP ALL NIGHT: Going Overboard (1989)

EDITOR’S NOTE: Going Overboard was on USA Up All Night on June 15 and 16, 1990; February 16 and October 11, 1991; March 13 and June 12, 1992 as Babes Ahony

It seemed like every time I tuned into USA Up All Night, this movie — Going Overboard is its primary title, but it was also known as Adam Sandler’s Love Boat in Germany — was playing. This is understandable since it was one of Adam Sandler’s early films that could be aired without incurring significant costs.

Directed and written by Valerie Breiman, the film boasts a large cast, including Burt Young, Billy Zane, Adam Rifkin, Terry Moore, Milton Berle, and Billy Bob Thornton.

The plot follows Shecky Moskowitz (played by Sandler), a stand-up comedian who isn’t very good at his craft. He lands a gig on a cruise ship as a janitor but gets a stand-up job after the on-ship comedian, Dickie Diamond (Scott LaRose), falls overboard. Complications arise when General Noriega (Burt Young) decides he wants to kill Miss Australia (Lisa Collins) for insulting him. Fortunately, Billy Zane appears as Lord Neptune to inspire our hero. Yes, that really happens.

The film was shot on a small, rundown cruise ship that sailed for a week from New Orleans to Cancun, Mexico. It was en route to the Miss Universe Pageant, hosting fifty past and present beauty queens from across the United States. As much as I appreciate Sandler, this is one of the worst movies I have ever seen, and you can imagine how low that bar goes.

It’s rumored that Rifkin co-wrote this film. Yes, the same person responsible for The Dark Backward. Really. Honestly, I have no idea how this film came to be, nor can I explain why I’ve watched it so many times. Somehow, Sandler recovered and has been a huge success. Anything can happen, you know?

You can watch this on Tubi.

Sizzlin’ Summer of Side-Splitters 2025: Cleo and Leo (1989)

Sept 22-28 Chuck Vincent Week: No one did it like Chuck! He’s the unsung king of Up All Night comedy, a queer director making the straightest romcoms but throwing in muscle studs and drag queens. His films explore the concept of romance from almost every angle – he was deeply passionate about love.

Directed and written by Chuck Vincent, this has Leo Blockman (Scott Baker ), a sexist boor, getting shot by a woman he is sexually harassing. He falls into the river and is transformed into Cleo Clock (Veronica Hart), and he has to figure out his new life as a woman, learning what life is like from the other side, all while discovering that his brother, Marvin (Alan Naggar), is ruining the company they built together.

Hart is fantastic, as always, and so is Ginger Lynn as her roommate, Karen. Plus, there are roles for Ruth Collins (FirehouseBlood Sisters), Jennifer Delora (who, like Collins, was in the Electric Blue adult films, but is also in DerangedFrankenhooker and Bedroom Eyes II), December 1988 Penthouse Magazine Pet of the Month Kimberly Taylor and Monique Gabrielle (Young Lady Chatterley IIEmmanuelle 5).

This is a very expected sex swap comedy, but you know, I kind of loved it. I’m easy when it comes to Chuck Vincent.

You can watch this on YouTube or on the Cave of Forgotten Films.