The last theatrically released film from the great auteur Russ Meyer came in 1979 with BENEATH THE VALLEY OF THE ULTRA-VIXENS. Watching it is like watching John Waters' CECIL B. DEMENTED or A DIRTY SHAME: all signs are shown of a director clutching at straws and trying to create a work of art from the shreds of what he had done before. Which isn't to say all three don't have their moments, but in Meyer's case, a lot had changed in the sexploitation game since he started. He had enough trouble making the softcore SUPERVIXENS and UP! with the advent of hardcore pornography, which he absolutely despised. UP! had shown a decline in quality and storytelling for Meyer, but ULTRA-VIXENS was the bottom of the barrel and though it proved a successful film for him anyway, he didn't complete another film for over 20 years (if PANDORA PEAKS can be called a film).

Anytown, USA: Meet Lavonia and Lamar, a backwoods couple who are suffering from a major problem. Lamar can't screw her anywhere but in the ass! So Lavonia becomes Lola Langusta, a popular stripper who takes on all comers who want to give her the old bump 'n' grind. Lamar visits a local religious radio DJ to overcome his un-American sexual problems. Can their relationship be saved?

You know a Russ Meyer film has lost all of its teasing sex appeal when glaring close-ups of stiffened pubic hair and grinding crotches frequently emblazon the screen. Hell, there's even a blinding up-close-and-personal shot of a pre-cumming ereect penis! ULTRA-VIXENS is Meyer's last straw before the only option he was given, graduating to hardcore porn, so he filled this one with as much X-rated poontang as he could possibly muster. There's really not much to say about it: the sex is all over-the-top and intentionally hilarious, with lots of up close and personal intrusions into the grinding genitalia. There's more sex than there is plot, making this resemble a Harry Novak film filtered through Meyer's singular vision. The worshipping close-ups of Kitten Natividad's bombastic figure are just about the only interesting thing about the whole film. The opening sequence in particular, as a horny Kitten tries her damndest to get the attention of her occupied husband, allows the audience to enjoy Meyer's last great starlet, and the love of his life at the time, by surveying very inch of her as she writhes in her bed. The reason why the film may be so unsuccessful is that he was breaking his no-sex-during-production rule with Kitten Natividad! Maybe all that

In one of her only starring roles, Ann Marie is one of the least appealing Meyer women because of her blatantly obvious silicone udders, a major no-no in Meyer-land (while Natividad claims to have had implants before this film was shot, she still looks all-natural for all intents and purposes)! She does her best with the outrageous religious radio show she preaches on, and the opening sequence with returning "Martin Bormann" actor Henry Rowland is pretty funny as she sits addicted to a game of Pong while Bormann prepares his kinky sex ritual. Ebony giantess June Mack, who reportedly was murdered shortly after the film was released, is one of the most bizarre Meyer women. In addition to having the chest to make it in a Meyer film, she is also about as obese as John Waters' Jean Hill (DESPERATE LIVING), resulting in pretty much zero sex appeal from this cherub-faced heifer. The cast of ladies is rounded out by Sharon Hill as the sexy nurse who lezzies it up with Natividad. Candy Samples returns as a bountiful woman in red who is stopped while jogging to give head to a guy in his car (she's seen from longshot only, revealing Meyer must have found her pretty unattractive).

Stuart Lancaster and Uschi Digart return as a mismatched rural couple (though Digart only cameos during the finale), and Lancaster replaces Natividad's Greek Chorus from UP! as a kind of tour guide through the seamy underbelly of Everytown USA. Meyer himself appears, dubbed by stand-by narrator John Furlong, trudging up a mountain carrying his camera, in what today is a sweet send-off to the man's non-stop world of vixens and violence. Among the male cast members, handsome mustachioed Ken Kerr will be recognizable from his bit part in UP! and is another typical unlikable male hero. Meyer's films were populated by larger-than-life women who were always far more interesting than their leading men, and while Ken Kerr is good-looking enough and is appropriately over-the-top in his dialogue delivery and facial expressions, it's Natividad who steals the show. Steve Tracy, who plays the athletic short stud who Lavonia bangs in the great outdoors, surprisingly was the non-sexual lead in Tom DeSimone's 3-D gay porn HEAVY EQUIPMENT, as the geeky bookstore clerk who transforms into Jack Wrangler!! The best male lead is Patrick Wright, exploitation's favorite beefy sexploitation actor (and at the time married to Tally Wright, another genre regular), who worked with Meyer before in GOOD MORNING...AND GOODBYE! over 10 years earlier! By 1979, Wright was about finished with his acting career, but he left behind tons of memorable roles. This is the film where fans can enjoy (or not enjoy) tons of beefy, hairy nudity from a surprisingly uninhibited Pat Wright!! And Mickey Foxx, the goofy comic relief in FASTER PUSSYCAT and MUDHONEY, returns billed as Michael Finn, playing a perverted door-to-door salesman!

Once again, Arrow's transfer just about mirrors the region 1 RM Films DVD of the film, but with that unfortunate jittering which may only appear in certain all-region players. The audio is quite strong, with all the hysterical sex panting and craziness coming through loud and clear.

Kitten Natividad returns for a very revealing video interview, beginning with tales of her childhood and early stripping days and moving on to her first meeting with Russ and becoming involved with the film UP!. Natividad is very frank discussing the fact that she was a cock tease in high school, Meyer was incredibly well-endowed, she was the one who taught Meyer how to give cunnilingus and have anal sex, and that her breasts were bought!! One of the most eye-popping stories is that ULTRA-VIXENS co-star Ken Kerr had to help her achieve a real orgasm while shooting UP!, and she also relates anecdotes about her co-stars, Uschi Digart being the only person who could talk to her on the set, and her disgust at her sex scenes with Patrick Wright (guess she's not into bears)! Like the interview on the UP! disc, Natividad is full of laughs and is a very engaging interview subject. The late great Russ Meyer also returns with the Image laserdisc commentary track! He discusses having sex with Kitten between scenes, his relationship and friendship with her over the years, her botched boobjob which was later fixed for her Meyer films, working with Henry Rowland and Stuart Lancaster, Ken Kerr's sexual goings-on with Uschi Digart (!), co-writing the film with Roger Ebert and his hatred for Gene Siskel, and even proclaims this is his favorite film, more than BEYOND THE VALLEY OF THE DOLLS (oh no Russ, don't say that!). This is actually Meyer's most talkative commentary, and there's lots of dirt and gossip to be heard!

With ULTRA-VIXENS, we say farewell to Russ Meyer the filmmaker, and it's a pity that it isn't a better film. He worked off and on over the years to create THE JAWS OF VIXEN, an autobiographical mix of war, breasts, and moviemaking. Only a few scenes have emerged over the years (notably in the "Incredibly Strange Film Show" episode which appears on the MONDO TOPLESS DVD from Arrow Films) and apparently Meyer left it unfinished and completed only one other project, PANDORA PEAKS which by all accounts was a mess. Russ Meyer still left behind an amazing collection of films which have stood the test of time and are just as entertaining now, if not more, than they were when they originally unspooled before audiences at the grindhouses and drive-ins of America. RIP Russ Meyer. (Casey Scott)

Special thanks to Kit Gavin for the screen grabs

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