The film opens with a title card explaining that it is not, in any way, related to the work of Jacqueline Susann, the literary trashmeistress who wrote the novel upon which the 1967 Mark Robson film "Valley of the Dolls" was based.

But then, Jaqueline Susann did not have Nazis and androgynous characters in vampire capes running around putting pistols up young ladies' mouths in any of her bawdy, boozy tales, so the placard really isn't necessary. In the first few minutes of the picture we are out of the world of Ms. Susann and smack dab in the supertits world of Russ Meyer, who was, for the first time, enjoying the largesse of a major studio (20th Century Fox) after spending a lifetime making some of the best low-budget big-tittie/spread-cheeky movies (to borrow a line from "The Fisher King") ever to grace a movie screen. Meyer more than rose to the occasion, and the jump in resources allowed him to make the X-rated epic to end all X-rated epics.

The film follows a group of wide-eyed friends, Dolly, Cindy, and Pet, as they head to Hollywood after winning a high-school battle of the bands competition. Dolly has a wealthy (and apparently very trusting) Aunt Susan who will happily put them up and even snag them an invite to a "happening" being thrown by the megastar maker Ronnie "Z-man" Barzell.

Before I go on about Ronnie "Z-man" Barzell I'm going to sidetrack a little and point out the co-author of the screenplay (with Meyer) is the respected film critic Roger Ebert. Now, I know sometimes Ebert can seem a little square on his tv show, slamming a horror movie that some of us monsters feel deserves a little better, but any man who can come up with some of the howlingly quotable lines that abound in this movie truly is one of the maddest cats around. Most of these lines are spoken by "Z-man", such as my personal favorite, "You will drink the black sperm of my vengeance!"

"Z-man" dubs the all-girl group "The Carrie Nations" after a performance of one of their songs kicks his party into high gear. The songs in this movie are actually really good songs, and the song "Candyman" that is performed in this sequence is something that you just know is going to pop up in a Tarantino movie somewhere down the line.

Soon, the Carrie Nations are a national sensation, but, in true VH1 "Behind the Music Fashion", it all starts to go wrong. Really, really wrong. Remember the bits I told you about the Nazi and the girl with the pistol in her mouth? Well, just at the point you're starting to really wonder where all that came from in the beginning of the movie, it comes back.

In fact, it's interesting when it does come back, following on the heels of a pretty graphic (and gruesomely well done) beheading to the strains of the 20th Century Fox fanfare, the movie picks up where it began, in a finale meant to echo the Tate-LoBianco murders and with some really out of left field moments. One of these was concocted by Ebert and I ... just can't tell you what it is.

The jump in production values allowed Meyer lavish color 'scope cinematography with eye-popping color choices in costumes and sets, creating a real treat for the eyes that is well captured by Fox Home Entertainment's terrific transfer.

Loaded with extras, this two-disc set includes a commentary by Ebert (yet another reason you've gotta love this guy is on the basis of how entertaining and informative his dvd commentaries are -- check out his yack track on the "Citizen Kane" dvd if you haven't had the chance), as well as a second commentary by some of the cast, and a slew of featurettes that focus on the film's soundtrack, its lesbian love scene (the most graphic for a studio at that time and for several years afterward), screen tests, more stills than you could possibly imagine existing from the movie, even a discussion on the hippie era and how its influence crept into the movie's bizarre orbit.

While the movie lacks the singularly sleazy energy and charm of "Faster Pussycat Kill! Kill!" it is it's own high point in the career of Russ Meyer.