Starring LeeAnne Baker, Michael Conte, Jacquie Fitz, Andrew Bausili, George Anthony-Rayza, William K. Reed, Paul Ruben, Gy Mirano, Letnam Yekim, Anthony Giola, Jett Julian

Directed by Bruce Hickey

Expectations: Super low, this one looks bad despite a promising poster.

For most people, Necropolis would be one of the worst movies they’ve ever seen. They’re not wrong, this shit is bad, but for anyone well-versed in low-budget trash cinema, Necropolis is far from the bottom of the barrel. What makes Necropolis marginally worth watching is some great lines of unintentionally hilarious dialogue, some serious WTF moments, and one scene that defies them all and will stick with you for all-time. What image could possibly have this power on the human mind? If you said a woman who spontaneously sprouts four extra breasts (for a grand total of six!) and then breast feeds her brood of black-hooded, Satan-worshiping zombies, you win a prize! Suck on that Total Recall!

Necropolis opens in the 1600s as a young couple walks down the aisle on their way to a happy marriage while a Satan-loving, lace-wearing witch performs a dark ritual in the woods, infusing energy into an effigy of the bride-to-be by doing your basic seductive striptease in front of a giant pentagram on the wall of the cave. It’s a pretty strong B-Movie start for sure, and you might be lulled into a false sense of security when the film quickly transitions to the 1980s by fading from the witch pulling a bloody cross from her midsection and intimidating the witch hunters with it, to a shot of the witch (now with short ’80s hair) on a fire-engine red motorcycle. Don’t drop your guard, though, as some dangerous waters are afoot!

You shouldn’t have to worry too much in a film that’s only 74 minutes, but Necropolis feels as long as Lawrence of Arabia. After the trashy but enjoyable opening, the film’s modern-day section is just boring. The plot is non-existent so we’re basically just watching the witch travel around town forcing her will on the people she meets, making them kill themselves or give her what she wants. There is a trace amount of plot with the witch looking to recover a lost ring, but it’s pretty inconsequential to the overall flow of the film, so you can basically zone out and not miss anything. In fact, I dare you to watch this and not zone out at some point. It gets pretty boring in the middle there. Well… except for that six breast suckling part.

Surprisingly, the end of the film gets pretty fun as the gore starts flying. Our two main heroes assault the witch’s underground lair resulting in the dudes stabbing zombies with homemade crosses fashioned from sharpened sticks and an enjoyable zombie decapitation. It’s not Dead Alive or anything, but in a film like this where I’ve already retreated into my mind and given up on it, such moments are welcomed with open arms and a hearty smile.

The acting is pretty hit or miss from everyone. The Skid Row preacher played by Andrew Bausili is the most promising of the bunch, but he’s not without his share of laughable scenes. The lead LeeAnne Baker does fairly well too, strutting around like she owns the place. The most funny award goes to Michael Conte, though, for delivering pretty much every one of the film’s funny lines in a great Italian accent. And in case we couldn’t tell, the character even states this fact when asked if he drinks wine, “You kiddin’? I’m Italian. I was weened on that stuff.” By far the best of these lines comes at the end of the film, when he has finally copulated with the virgin everyone was battling for. Over dinner he asks her in thinly veiled double entendre:

“Now that you had my meal, how you feeling?” (Which I initially heard as ‘Now that you had my meat’)
“Pretty good,” she says.
“Yeah? You feel the uh, vitamin deficiency problem is over?”
They kiss and she says with a sly smile, “I feel those vitamins rushing right through me.”


The film was produced by noted low-budget/adult filmmaker Tim Kincaid who directed a few movies for Charles Band around this time (Breeders, Robot Holocaust, etc.). For anyone that’s seen any of Kincaid’s feature films, Necropolis shares a similar feel, albeit slightly less trashy. For example, the finale of Breeders has a group of nude women bathing in a vat of alien cum. Necropolis never goes into territory as trashy as that, thus remaining a more respectable and better film. It is also arguably a worse movie because of this restraint, because as much as I hated Breeders, at least it made a huge impression on me. Necropolis just doesn’t have much to define itself except for the quick multi-breast scene and that honestly doesn’t factor in enough to recommend the movie on that alone. B-Movie aficionados will want to check this one out for sure, but all others should stay away. Full Moon recently released this to DVD for the first time ever via their new Grindhouse lineup, so if you’re intrigued and you have an extra $10, head over to Amazon or Full Moon Direct and help fund the next in a long line of questionably artistic films!

Next week, it’s Full Moon’s Blood Dolls! It’s been a while since I’ve seen a movie with Phil Fondacaro and I’m looking to remedy that.