USA UP ALL NIGHT: The Arena (1974)

EDITOR’S NOTE:  The Arena AKA Naked Warriors aired May 4 and 5 and November 3, 1990; June 7, 1991; January 11, March 6 and September 18, 1992; April 24 and October 15, 1993; March 12, 1994. Thanks to Edward L Ritchey Jr. for the information!

The assistant director of Johnny Got His Gun, as well as the director of Big Bad MamaLone Wolf McQuaid and Eye for an Eye, Steve Carver directed this exploitation roughie, where slave girls become gladiators and rise against their masters. But hey — it has Pam Grier in it! And you know why it’s probably so sleazy? I blame the director of cinematography — Joe D’Amato!

Actually, in Italy, they said that this movie was made by Michael Wotruba. You know who that is? That’s right, the same man who is Joe D’Amato, Aristide Massaccesi. In the book Erotismo, orrore e pornografia secondo Joe D’Amato, the man of many names said that Italian producer Franco Gaudenzi didn’t trust Carver, who was sent by Roger Corman, so he sent D’Amato to help as needed. Carver did the talking, D’Amato did the action, and we have a movie.

Speaking of Corman, he offered this movie to Martin Scorsese after Boxcar Bertha. Let that rest in your brain for a bit. Instead of making Mean Streets, Scorsese would have been working with Raf Donato. Or David Hills. Or maybe Boy Tan Bien.

In the time after Spartacus, in the ancient Roman town of Brundusium, a group of slave girls is sold to Timarchus (Daniele Vargas, Eyeball), a promoter who puts together the fights in the Colosseum. After the girls engage in a fight, she gets a big idea: make them fight to the death.

That’s when Mamawi (Pam Grier) and Bodicia (Margaret Markov) — who had just teamed up in Black Mama, White Mama — decide to team up again and get out alive. Rosalba Neri (Lady Frankenstein herself, as well as Lucifera: Demon Lover and Amuck!) is also in this!

Markov met her husband, producer Mark Damon, while making this movie, but couldn’t date until production was over, as director Steve Carver had made a rule regarding cast and crew intermingling.

Your enjoyment of this will depend on how much you enjoy watching women battle as gladiators. I wrote that a while ago, and come on, everybody loves that. They didn’t call this movie Naked Warriors for nothing.

USA UP ALL NIGHT: Hunk (1987)

EDITOR’S NOTE: Hunk was on USA Up All Night on August 4 and December 23, 1989; June 23 and September 14, 1990; July 20 and 26, 1991; January 14, March 28, June 12, and July 11 and 12, 1992; March 8 and October 8, 1996; April 19, 1997; February 13, 1998.

Director Lawrence Bassoff also made Weekend Pass and this film. It’s not often that you can say that you’ve seen every movie a director has made, so this is a real opportunity. Or perhaps I tell myself that to get through these films.

Where Bedazzled had the devil as Peter Cooke, ready to give Dudley Moore seven wishes for his soul — or Elizabeth Hurley and Brendan Fraser in the 2000 remake — in Hun, we have James Coco — he died days before this was released — as Dr. D, the man who tempts this film’s hero with just one wish.

That wish? Well, to be a hunk. What else did you expect?

Bradley Brinkman (Steve Levitt, Last Resort) is a computer programmer who doesn’t yet know that all of the geeks will get rich and he’ll never have to worry about his fiancée, who ran off with an aerobics instructor. But hey, it’s 1987, and those years are far away.

Bradley says something about selling his soul to finish a computer program, which means that his next creation, The Yuppie Program, is a huge success. He moves in next door to Chachka (Cynthia Szigeti, who may have appeared in a few films but is best known for her work running The Groundlings and starting the ACME Comedy Theater; she taught plenty of folks, with a short list being Will Forte, Joel McHale, Conan O’Brien, Cheri Oteri, Julia Sweeney and Lisa Kudrow) and immediately all of the yuppies hate him because he doesn’t fit in.

By the way, if you’re reading this and wondering what a yuppie is in 2021, it stands for young urban professional. It went from a demographic term to a pejorative pretty quickly, to the point that my father-in-law uses the term interchangeably with socialists and liberals, which isn’t what a yuppie means. Still, I’d need an entire second website to discuss some of these conversations.

The truth is that the program that made Bradley rich was really made by the devil’s agent O’Rourke (Deborah Shelton, who was Miss USA 1970 and runner-up to Miss Universe that year; she was on Dallas and in Bloodtide, as well as DePalma’s Body Double, where he disliked her voice enough to have her redubbed; her second husband was Shuki Levy who wrote the theme songs for Mighty Morphin Power Rangers, the Mister T cartoon, M.A.S.K. and many, many others, in addition to directing several episodes of the series he helped produce with Saban Entertainment). She makes him a deal that if he wants a new body, he can have it for the summer, and he agrees (or else this movie would end about seven minutes or so into its running time).

He becomes Hunk Golden (John Allen Nelson, Deathstalker from Deathstalker and the Warriors from Hell and Dave from Killer Klowns from Outer Space), the ultimate man, a person whose teeth never break, who can eat all the junk food he wants and who is also a martial arts master. I mean, sure, he’s going to burn for all eternity, but the next few years will look pretty great, what with all the women he’s sleeping with and fashion trends he’s setting.

The whole reason for this demonic soul bargain is that there’s a shortage of demons, so Dr. D plans on Hunk and O’Brien going through time along with Ivan the Terrible, Jack the Ripper and Benito Mussolini. That’s pretty imaginative, as is the idea that the therapist who has been working with Hunk—- Dr. Sunny Graves played by (Rebecca Bush, whoalso played Florence Henderson in Growing Up Brady)—- isactuallyy O’Reilly too.

Somewhere in the midst of all of this, a drunk television host named Garrison Gaylord (Robert Morse, who was in How to Succeed in Business Without Really Trying as well as playing Bertram Cooper on Mad Men; here he is in an 80’s sex comedy which seems like a step down but work is work) nearluy hits them on the beach and Hunk stops the car with just his strenngth. He becomes an instant celebrity while Dr. D worries that Sunny/O’Brien has fallen in love with another client. If she fails again, he promises to return her to her original form.

Instead of helping Dr. D start World War III, Bradley and O’Brien end up cancelling their contracts, with her going back to being a 10th-century princess who sold her soul to avoid an arranged marriage. I mean, now she has centuries of experience and is a great programmer, so I think she’ll be fine.

You’ll also see some familiar faces here. And by familiar faces, I mean the kind of people that maniacs like me shout out loud when they see them, like Avery Schreiber, who was in the Doritos commercials when I was a kid and shows up in Airport ’79 and Silent Scream. He also taught the master improvisation classes at Chicago’s Second City, so the fact that both he and Szigeti are in this is kind of a big deal for comedy nerds. If only Del Close had been in town that day!

Hilary Shepherd, who was in the band American Girls and played Divatox in Power Rangers: Turbo — maybe she met the Saban guys through Shelton? — is in this too. She’s also in Weekend PassScanner CopRadioactive Dreams and Theodore Rex, all movies that none out of a hundred people have seen, but all ones that get obsessed over here.

You’ll also find Melanie Vincz (The Lost Empire), Page Mosely (Edge of the Axe), John Barrett (who did the stunts for Gymkata and Steel Dawn) and Andrea Patrick, who plays a mermaid and was a beauty queen from the town of Uniontown, Pennsylvania, just a half an hour from my home. Her name may not mean much to you, but she’s married to Fabian Forte, and we all know just how much Fabian and his films get coverage here.

Yet perhaps the biggest name in this movie barely is in it. Brad Pitt made his first screen appearance as an extra in this film.

Can you write over a thousand words on a forgotten 1980s sex comedy? Yes. You sure can.

September Drive-In Super Monster-Rama 2025 Primer

September Drive-In Super Monster-Rama is back at The Riverside Drive-In Theatre, September 19 and 20, 2025. Two big nights with four feature films each night include:

  • Friday, September 19: Mark of the Devil, The Sentinel, The Devil’s Rain and Devil Times Five
  • September 20: The Omega Man, Invasion of the Body Snatchers, the Grindhouse Releasing 4K restoration drive-in premiere of S.F. Brownrigg’s Scum of the Earth and Eaten Alive

Admission is $15 per person each night (children 12 and under – accompanied by an adult guardian – are admitted free). Overnight camping is available (breakfast included) for an additional $20 a person per night. Advance online tickets (highly recommended) for both movies and camping here: https://www.riversidedrivein.com/shop/

Here are the drinks for the first night:

Sister Hannah

  • 1 oz. vodka
  • 2 oz. tequila
  • 5 oz. apple juice
  • Dash of hot sauce
  1. Pour all ingredients except hot sauce over ice.
  2. Stir and drop in a few drops of your hot sauce depending on your level of comfort.

Fell Out of Heaven

  • 1 oz. amaretto
  • 1 oz. Malibu rum
  • 1 oz. Midori
  • 6 oz. pineapple juice
  1. Pour all ingredients over ice. Stir and say these words: “O Mighty light and burning flame of comfort, enter this body and cleanse it of its unworthy soul.”
  2. Drink.

For the second night:

Poor White Trash Part II AKA Drunk Is a Family Affair

  • 1.5 oz. tequila
  • 1 oz. Cointreau
  • .5 oz. lime juice
  • 1.5 oz. pomegranate juice
  • Pinch of salt
  1. Mix all ingredients in a shaker, except the salt.
  2. Pour over ice and place a pinch of salt in.

Starlight Slaughter Swamp Water

  • 2 oz. tequilla
  • 3 oz. Midori
  • .25 oz. blue curacao
  • 3 oz. sour apple pucker
  • 2 oz. sweet and sour mix
  • 3 oz. lemon-lime soda
  1. Add tequila, Midori, sour apple pucker and sweet and sour mix to a shaker filled with ice. Shake it up, then pour into a glass.
  2. Pour in lemon-lime soda and top with the blue curacao.

See you at the drive-in! Come over and say hello!

September Drive-In Super Monster-Rama 2025: Eaten Alive (1977)

September Drive-In Super Monster-Rama is back at The Riverside Drive-In Theatre, September 19 and 20, 2025. Two big nights with four feature films each night include:

  • Friday, September 19: Mark of the Devil, The Sentinel, The Devil’s Rain and Devil Times Five
  • September 20: The Omega Man, Invasion of the Body Snatchers, the Grindhouse Releasing 4K restoration drive-in premiere of S.F. Brownrigg’s Scum of the Earth and Eaten Alive

Admission is $15 per person each night (children 12 and under – accompanied by an adult guardian – are admitted free). Overnight camping is available (breakfast included) for an additional $20 a person per night. Advance online tickets (highly recommended) for both movies and camping here: https://www.riversidedrivein.com/shop/

Tobe Hooper followed up The Texas Chainsaw Massacre with another film that explored the horror and depravity prevalent in South Texas.

The Texas Chainsaw Massacre co-writer Kim Henkel was inspired by Joe Ball, the Alligator Man, who owned a live alligator attraction in the 1930s. Despite being suspected of several murders, legend had it that Ball would feed the dead women to his alligators. Ball started as a bootlegger before opening his Sociable Inn in Elmendorf, Texas, which was surrounded by a pond where he’d charge people to watch him feed live cats and dogs to them. After former girlfriends, barmaids and even his wife went missing, two policemen tried to question him. He pulled a gun and shot himself — either in the head or the heart. That said, many believe the stories about Joe Ball to be simply Texas folklore. He did exist, though.

Working under the title Death Trap (the film is also known as Horror Hotel and Starlight Slaughter), the entire film was shot on a soundstage, utilizing the Raleigh Studios pool as a swamp. This enabled Hooper to create what he called a “surrealistic, twilight world.” True to form, issues with the producers took him away from the film before the shooting ended, but he had a decent relationship with the actors. Cinematographer Robert Caramico finished directing the film once Hooper left.

This movie starts grimy and stays that way. Buck (Robert Englund in an early role) demands kinky sex from Clara Wood (Robert Collins, Matilda the Hun from Death Race 2000!), who refuses. This scene contains the line, “I’m Buck and I’m here to fuck,” a line that Quentin Tarantino used in Kill Bill.

No one says no in Miss Hattie’s (Carolyn Jones, who is better known as Morticia Addams!) house of women, so Clara is kicked out. One of the girls takes pity and gives her money to stay at the Starlight Hotel, a rundown motel in the swamp. There, she meets the owner, Judd (Neville Brand, famous for playing Al Capone in The Untouchables TV series and The George Raft Story), who we soon learn is a demented sex maniac. He attacks her, chasing her into the swamp, where a Nile crocodile eats her. Yep — don’t get too attached to anyone here. This is very Psycho territory, where bad people meet even worse ends.

A couple soon arrives-aye (Marilyn Burns, The Texas Chainsaw Massacre) and Roy (William Finley, Winslow Leach from Phantom of the Paradise), along with their daughter Angie (Kyle Richards, Lindsey Wallace from HHalloween) and their dog, Snoopy. Don’t get attached to Snoopy, who isn’t long for this world. As Angie finds a dead monkey and screams, the dog runs into the swamp w, here he is eaten. Roy goes to kill the gator, but is stabbed by Judd’s scythe. Then, the insane motel owner ties Faye to the bed and tries to grab Angie, who hides under the porch of the building.

Harvey Wood (Mel Ferrer, The Visitor, The Antichrist and first husband of Audrey Hepburn) arrives with his daughter, Libb, looking for Clara. Sheriff Martin (Stuart Whitman, Guyana: Crime of the Century, The Monster Club, Ruby) helps them as they search for Harvey’s runaway daughter. Libby goes out with the sheriff while Harvey stays back at the hotel. As he finds Faye tied to the bed, he’s also killed by Judd and his scythe.

The sheriff kicks Buck out of the bar — remember him? — and he goes to the Starlight with his underage girlfriend. While they’re having sex, they hear a scream. Buck discovers Faye, but is pushed into the swamp where he is devoured.

Finally, Libby comes back and saves her sister and Angie. Judd goes insane and chases them into the swamp, where he’s eaten by his own gator. Or crocodile — the movie is never sure.

I’ve always joked that Rob Zombie is continually trying to remake The Texas Chainsaw Massacre 2. After watching this, I get the feeling that this is the movie he wants to make. It’s covered in a layer of filth from beginning to end, with characters coming and going, people getting killed horrifically and style triumphing over coherent plot. Even better, there’s a mix of actors that you instantly recognize playing some significant roles, particularly Neville Brand, whose muttering insanity is total perfection. There’s also an excellent electronic score that really sets the mood — even ending in a crash after the final credits.

True to his promise, Hooper delivers a film that feels like a nightmare throughout. Its dream logic makes for an occasionally funny, often grotesque movie that is never boring.

Here’s the episode of the podcast about this movie.

Here’s a drink!

Starlight Slaughter Swamp Water

2 oz. tequilla
3 oz. Midori
.25 oz. blue curacao
3 oz. sour apple pucker
2 oz. sweet and sour mix
3 oz. lemon-lime soda

Add tequila, Midori, sour apple pucker and sweet and sour mix to a shaker filled with ice. Shake it up, then pour into a glass. Pour in lemon-lime soda and top with the blue curacao.

Sizzlin’ Summer of Side-Splitters 2025: Meet the Raisins! (1988)

Sept 15-21 Mockumentary Week: “Ladies and gentlemen, by way of introduction, this is a film about trickery – and fraud. About lies. Tell it by the fireside, in a marketplace, or in a movie. Almost any story is almost certainly some kind of lie. But not this time. No, this is a promise. During the next hour, everything you hear from us is really *true* and based on solid facts.”

If you had asked me the names of the California Raisins before this, I couldn’t tell you. Now I know they are singer A.C. Arborman, drummer Beebop Arborman, guitarist and pianist Red Raisin and bassist Stamford “Stretch” Thompson. From their rise as the Vine-Yls to their fall and rise back, this will tell you their tale.

Did you know their version of “I Heard It Through the Grapevine” hit #84 on Billboard? Or that the album from this has them cover songs like “Green Onions” and “Tears On My Pillow?” Or that Will Vinton made the sequel, The California Raisins Sell Out, which has them trying other genres of music?

This is directed by Barry Bruce and features a writing crew that would go on to do much more afterward. Mark Gustafson would co-direct Guillermo del Toro’s Pinocchio, while Craig Bartlett would create Hey, Arnold!

Raisins weren’t doing well before this. This concept was created by advertising firm Foote, Cone & Belding for a 1986 Sun-Maid commercial on behalf of the California Raisin Advisory Board. Copywriter Seth Werner said, “We have tried everything but dancing raisins singing ‘I Heard It Through the Grapevine.'” It worked and surprised everyone.

The sad real story is that ad agencies are scummy. I know this. I once owned one. Herschell Gordon Lewis ran one.

The California Raisin Advisory Board ended when members of the grape farming industry learned that Foote, Cone & Belding was continually raising the price of producing these commercials, with all the profits going back to the agency as well. In fact, the ads cost double what the farmer made.

The Raisins trademarks and copyrights became the property of the state of California, and in somewhat of a happy ending, they were licensed to the new California Raisin Marketing Board. After mergers, Foote, Cone & Belding is now Draft FCB, one of the largest agencies worldwide.

You can watch this on YouTube.

Perversions of Science E9: Ultimate Weapon (1997)

A shapeshifting alien from outer space assumes a human form (Paolo Seganti,  Sotto il vestito niente – L’ultima sfila) in order to mate with Lou Ann Solomon (Heather Langenkamp), a housewife who has enough to put up with. She has an ill-tempered husband, Matt (Mitchell Whitfield), drunk girlfriends Selena and Tess (Kim Myers and Maria Chin) and a visit from her parents (Jennifer Darling and Steve Kahan).

Of course, Langenkamp was Nancy and Kim Myers was Lisa in the Nightmare On Elm Street movies.

This is the only directing credit for Dean Lopata, who is primarily a producer and the story editor on Bones. The story was written by Gilbert Adler and Jeannette Lewis. This is her only script, and most of her career was in minor roles on TV shows.

“The Ultimate Weapon” in Incredible Science Fiction #32 is where the title comes from. The comic was written by Jack Oleck and drawn by Bernie Krigstein and Roy Krenkel.

You can download all of the episodes here or watch this episode on YouTube.

B & S About Movies podcast Episode 101: José Ramón Larraz

José Ramón Larraz made some crazy movies. I’m a fan and I hope that’s what you take from this episode, which gets into WhirlpoolSymptomsThe House That Vanished and Black Candles.

You can listen to the show on Spotify.

The show is also available on Apple Podcasts, iHeartRadio, Amazon Podcasts, Podchaser and Google Podcasts

Important links:

Theme song: Strip Search by Neal Gardner.

Donate to our ⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠ko-fi page⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠.

September Drive-In Super Monster-Rama 2025: Scum of the Earth! (1974)

September Drive-In Super Monster-Rama is back at The Riverside Drive-In Theatre, September 19 and 20, 2025. Two big nights with four feature films each night include:

  • Friday, September 19: Mark of the Devil, The Sentinel, The Devil’s Rain and Devil Times Five
  • September 20: The Omega Man, Invasion of the Body Snatchers, the Grindhouse Releasing 4K restoration drive-in premiere of S.F. Brownrigg’s Scum of the Earth and Eaten Alive

Admission is $15 per person each night (children 12 and under – accompanied by an adult guardian – are admitted free). Overnight camping is available (breakfast included) for an additional $20 a person per night. Advance online tickets (highly recommended) for both movies and camping here: https://www.riversidedrivein.com/shop/

 

Originally known as Death is a Family Affair and perhaps better known as Poor White Trash Part II, this S.F. Brownrigg movie belongs squarely within the genre of hicksploitation or redneck films. After Don’t Look In the Basement, where else can he go? Downward, it seems, as this movie is awash in, well, scum, while still finding some compassion for even its most depraved characters.

Helen and her new husband, Paul, have barely unpacked at the cottage where they’ll spend their honeymoon when he’s killed with an axe to the chest. She runs through the woods looking for help. She runs into Odis Pickett, whose dismal shack is the only shelter for miles.

Somehow, Odis convinces Helen to stay for the night, promising that he has a phone. Soon, she’s in the middle of his family, which includes his mentally challenged son Bo, his pregnant wife Emmy and his daughter Sarah. And of course, that killer isn’t going to be happy with just one murder.

The Texas Film Commission somehow gave this production $200 a week to get made. Who knows what they thought when they said this sweaty, seamy, deep Southern fried movie made by and for maniacs.

This is the kind of movie that you feel like you have to take a shower after you watch it. It feels like you are there, in the dank woods, dealing with this backwoods family, who may be more dangerous to themselves and our heroine than the murderer wandering outside their door. It also proves that the city folks are just as mentally deranged and can have just as confusing relationships as their country relatives. They just hide it much better.

I don’t even know what to classify this movie as. It’s not horror, but it has those elements. It’s also somewhat reminiscent of a stage play, with everyone confined to one room and slowly driving one another insane. It feels like someone could snap and either fight or fuck everything around them. For a movie that promises such sex from the poster, it only pays you back in complete contempt for your prurient needs. A masterpiece.

USA UP ALL NIGHT: Good Girls Don’t (1993)

EDITOR’S NOTE: Good Girls Don’t was on USA Up All Night on November 26, 1993; July 22, 1994; March 11 and September 9, 1995; March 2 and October 4, 1996; June 21 and December 5, 1997.

Outside of Chuck Vincent, Rick Sloane may be the perfect USA Up All Night director. Sure, his movies promise sin, but really, they’re comedic blasts of happiness, more innocent than you’d expect.

This was made directly in the middle of the Vice Academy series and feels like it’s in the same cinematic universe. Jeannie (Renée Estevez, sister of Charlie, Emilio and Ramon; she’s also in Intruder) is an innocent secretary. Betina (Julia Parton, yes, the cousin of Dolly, who also did adult under this name as well as Rachel Weis, Julia Jartouer, Rachel Welles, June Bauer and Nina Alexander; she was the “publisher” of High Society and is in Vice Academy 3 and 4; you’re never going to see Dolly’s sweater meat without a sweater, so the thrill is gettign close. That said, she’s a good singer and a fun actress!) is the exotic dancer who has seen it all.

Jeannie’s boss wants her to hire a stripper, so she goes to the club where Betina works, and at first, they have no common ground. The boss doesn’t pay Betina for dancing, Jeannie fights him over his salary, then he ends up dead, and the two of them are the suspects.

Jeannie’s ex is a cop named Montana (Christopher Knight?!?) who starts chasing the two. There’s also Wilamena (Mary Woronov!) and her henchmen, one of whom is Rico Constantino, who was on American Gladiators and would go on to be Rico in WWE.

Can this get any better? What is Elizabeth Kaitan was a TV announcer?

You may wonder…will Jeannie fall for Cody (Dan Wildman), the good cop? Will Julia Parton sing? Will her hair look amazing? How many times will her top explode off and reveal her chest unfettered? How loud did I yell when Jayne Hamil showed up, basically playing Miss Thelma Louise Devonshire? Tamara Clatterbuck and Honey Lauren are also in this, so it’s either a meta shout-out for the Vice Academy fans or more likely they filmed this at the same time as one of those movies.

Look — life has not been fun lately. Rick Sloane made these cartoony and sexy movies as time capsules to return us to our youth when we were closer to the cradle than the grave. We owe him thanks. We owe everyone in his movies thanks.

You can watch this on Tubi.

September Drive-In Super Monster-Rama 2025: Invasion of the Body Snatchers (1978)

September Drive-In Super Monster-Rama is back at The Riverside Drive-In Theatre, September 19 and 20, 2025. Two big nights with four feature films each night include:

  • Friday, September 19: Mark of the Devil, The Sentinel, The Devil’s Rain and Devil Times Five
  • September 20: The Omega Man, Invasion of the Body Snatchers, the Grindhouse Releasing 4K restoration drive-in premiere of S.F. Brownrigg’s Scum of the Earth and Eaten Alive

Admission is $15 per person each night (children 12 and under – accompanied by an adult guardian – are admitted free). Overnight camping is available (breakfast included) for an additional $20 a person per night. Advance online tickets (highly recommended) for both movies and camping here: https://www.riversidedrivein.com/shop/

 

Every generation gets the Invasion of the Body Snatchers it deserves.

The fifties got the McCarthy referencing pod people.

The nineties got alienation and a bleak final scene.

And I guess the 2000s got The Invasion.

But the seventies?

The pre-millennial tension and end of the world coming soon seventies got director Phillip Kaufman’s blast of pure dread, working with talents like cinematographer Michael Chapman (who ran the camera on The Godfather and Jaws before creating the look of movies like Raging BullThe Fugitive and directing All the Right Moves and The Clan of the Cave Bear) and sound designer Ben Burtt, the man who gave Star Wars all its well-remembered noises. As for the effects, as many of them as possible were done in camera.

A species has made its way to Earth and one of the first people to notice is Elizabeth Driscoll (Brooke Adams), who wakes to find her husband Dr. Geoffrey Howell (Art Hindle) is no longer the man that she’s spent so many days and nights with. The species — do I have to spoil it for you — takes over humans and assimilates them.

A co-worker, Matthew Bennell (Donald Sutherland), wants to introduce Elizabeth to self-help author Dr. David Kibner (Leonard Nimoy) as a way of helping her handle this strange situation. Still, on the way, a man runs through the street screaming, “They’re coming! You’ll be next!” before being chased by a crowd and killed by a car.

That mystery man is Kevin McCarthy, the star of the original film, who, one supposes, has been running through America since the end of the last film. Even before the movie was finished, McCarthy told Kaufman that this movie was better than the one he was in. You can also see original director Don Siegel as a taxi driver later in the film.

The seventies were the me decade. So David believes that people behaving so differently is their response to stress, while Elizabeth just thinks this is how she’s being told her relationship is over. The truth is so much weirder as people begin to find partially formed doppelgangers of themselves and their friends.

By the end of the film, children are being taken for duplication, strange priests (Robert Duvall) swing as the world ends, dogs appear with human heads, women disintegrate in their lovers’ arms — the film takes the basic ideas of the original and makes them as horrifyingly real and unreal as they can be at the very same time.

Plus, there’s Jeff Goldblum and Veronica Cartwright, who, between this and Alien, really were at the forefront of late 20th-century science fiction movies.

While Pauline Kael said that this “may be the best film of its kind ever made” and Variety wrote that it “validates the entire concept of remake,” Roger Ebert derided Kael’s love for the remake. However, over time, this has become the epitome of a sequel that surpasses the original in so many ways.

The true terror of this movie lies in its ending, which upset me utterly as a child. I’d never seen a movie end this way. Only Kaufman, writer W.D. Richter and Donald Sutherland knew how the film was going to end, so when Sutherland screams at Veronica Cartwright, her reaction is genuine. The hopeful ending that was scripted was never shot because Kaufman knew that if the studio had the option, they’d pick that, just like they did with the first version of this story.