[WARNING: This review contains screenshots of various nude women, including shots of actresses who appear to be in the midst of orgasmic heaven while bathing in what looks like vanilla pudding. If you are under 18 and looking at this review for masturbation material because you don’t have access to actual porn due to parental locks, or can’t get laid, I can understand perfectly. However, if you’re above 18 and came here looking for the same thing, I suggest you visit a variety of other sites that have a lot more explicit material to satisfy your needs. Escort services are also a good bet if you want the real thing. Google is a great friend. Thanks for taking a look at this review in any case!]

It’s common knowledge that the greatest horror films are the ones that explore themes most people are afraid to explore, from extreme torture, to vicious cold-blooded murder, to alien rape and subsequent impregnation in abandoned subway stations. The latter is what this film dives into with unadulterated fearlessness, and it sure as hell does a fine job keeping the topic original and classy.

I am, of course, talking about Tim Kincaid’s 1986 cult classic Breeders. It’s a movie that not only examines the apparent eroticism of our species to other travelers in the universe, but also serves to take a look at what it means to be a woman tossed between the monstrosities of human men and the promises of change offered by those beyond our galaxy. So, let’s get this intellectual and sensual extraterrestrial adventure started!

I’d like to launch this review by first taking a look at the director’s impressive filmography. Tim Kincaid’s many past credits include the incredibly underrated Robot Holocaust and Bad Girls Dormitory, and, under the alias of Joe Gage, homosexual explorations Joe Gage Sex Files Vol. 1, Joe Gage Sex Files Vol. 2 and Joe Gage Sex Files Vol. 3: Kegger. This is clearly someone who understands what both men and women want from cinema as well as what makes a great horror flick.

Now, let’s look at the cast.

First up, we have the gorgeous and equally talented Teresa Farley as Dr. Gamble Pace,

followed by the coolest leading man I’ve seen in horror, Lance Lewman as Detective Dale Andriotti,

and who can forget monster effects guru Ed French in his best performance ever as Dr. Ira Markum?

These three provide strong leads in the quest to find our alien womanizer menace, with many a solid actress offering plenty of supporting skin accompanied by convincing performances.

The narrative begins with a totally original shot of New York City’s skyline,

after which we are introduced to an echoey hollow synth beat following a taxi driving down an empty street. A woman gets out of the cab and proceeds to yell at the man in the back about how he thinks “a cheap dinner at a second-rate Italian restaurant was the ticket to a girl’s bedroom.” Hatin’ on the men already, I see.

She shouts, “Don’t you ever call me again, you creep,” and slams the door. The poor guy looks like he thinks this was unwarranted.

After the struck-out guy smugly gives the driver his address and they drive off, the bitter woman walks down the street presumably to her place while carrying her shoes,

and walking barefoot on the city sidewalks for some reason.

The city streets must have been devoid of bacteria or fungus of any kind back then. Ah, the Reagan days.

The woman then seems alarmed when a man actually wearing shoes

clutches a leash in his hand with a death grip.

The understandably terrified woman scuttles off to a doorway and whips out some mace, warning the approaching man to “leave me alone!” as he walks past.

In an innocent German accent, the old man apologizes to her, to which our apparent heroine rolls her eyes and replies in a rivalrous Brooklyn accent, “You woulda been a lot sorriah with ya eyes full o’ mace.”

The man replies, “You shouldn’t be in zis neighborhood at zis hour.” Zis is quite true, from ze looks of it.

The woman pulls more faces and tells him, “I wouldn’t recommend it for you, either. You’re crazier than I am.”

Then the two of them go for a little walk down an alley with this mischievous-looking mutt.

As they walk, the German guy gives her a brief history lesson about his favorite places as she giggles like a poodle. But then the man appears to experience a bout of acid reflux.

It turns out to be much worse than that, though.

His hand pulsates and then turns into a black leather glove that lifts her skirt up.

The hand then returns to a more bloody fleshy form before the flesh falls off and reveals black leather again, and then it rips the top of the woman’s dress off for a half-decent nipple shot. It really illustrates the horrors of rape.

The man’s head seems to have taken the form of a biker helmet while carrying the poor damsel off into the night, into horrible horrors we have yet to witness.

Time seems to have passed when the camera tilts down to a man in a UPS uniform with a flashlight who investigates a weeping sound.

He doesn’t see what’s on the ground until he’s about five feet away, when he does the longest, most annoyed-looking double-take in history—even his flashlight does a double-take, turning off and on again—before looking more closely at this:

Then he runs away without saying a word, like “I’m going to get help” or anything.

Cut to the italicized title screen, accompanied by the hollow pipe synth beat again:

The opening credits come, with a stingy-yet-somewhat-relaxed piano theme that makes me think wistfully of E.R. or another tense medical drama, which is fitting considering the likely clinical condition of our first victim, I suppose.

Cut to the Manhattan General Hospital,

where we meet our two leads, Dr. Gamble Pace and Det. Dale Andriotti, as they walk down the hall discussing the woman the UPS guy found on the street. When asked if she’s going to make it, Gamble stops in place out of apparent uncertainty,

and says, “She’ll make it, but I’m not sure if she’s gonna want to.”

“What do you mean?” shocked-but-not-too-shocked Dale asks.

Gamble’s cold answer? “You’re gonna have to see to understand.”

This is followed by silence that seems to allow her to regain her sense of duty as she continues to walk. Dale appears puzzled about that brief conversation, but it’s clear that Gamble is the enigmatic genius in all of this from the start, while Dale is merely the imperceptive jackass who smokes in hospitals.

He even has the balls to disobey this door when they visit the patient in question.

This is clearly Tim Kincaid pointing out how horrible us men are, and unfortunately I can’t agree more with his commentary so far.

Thankfully, Dale does put the cig out, although he does it right on the surface of the patient’s bedside table, apparently. Together, the calculative Gamble and troublemaker Dale glare down in wonderment at this mystery victim.

“What kind of maniac would have done this?” Dale asks.

“Somebody very, very sick,” Gamble replies with unmatchable perceptiveness. She continues, “We still haven’t figured out what he did in conjunction with the rape, but our tests showed some kind of damage with acid.” It looks like she’s detached herself emotionally as much as possible from this case, judging by her consistently dull expression:

“LSD?” Dale skeptically asks.

“No, some kind of corrosive acid.”

This is all said right in front of the victim, which may seem like bad bedside manners in the event that she’s awake, but perhaps they want the victim to fully understand the horrors she apparently experienced, as an attempt to help her cope as fast as possible.

Just then the victim fully wakes up clutching her bedsheets, scared, and Gamble comforts her with her soothing emotionless croon of, “You’re safe.” She lets Dale speak with the woman about what happened.

Right off the bat Dale promises to find whomever assaulted her, but the woman says—audibly traumatized out of her Brooklyn accent—that she doesn’t remember anything at all about what happened.

This revelation causes Gamble to almost shake her emotional distance as she looks at Dale.

Dale then offers the unquestionable logic of, “You’re not dead, you’re alive. If you’re alive, you can remember. If you can remember, we can find him.” It doesn’t make quite as much sense as Yoda’s “fear leads to anger; anger leads to hate; hate leads to suffering,” but it comes very close, in my book.

So, the woman gives it another hard try.

“German man, with a dog,” she says. Our first clue. “He–” aaaand she goes hysterical, screaming inconsolably and unable to give any further information for our detective.

But then Dale smartly asks, “What did he look like? Who was he?”

This gets her to calm down again almost instantly.

She says nothing else, but Gamble explains that this always seems to happen. “Partial recall and then a selective amnesia or catatonic state.” She says this almost like she heard those terms for the first time that day and was repeating them meaninglessly, but perhaps she’s just a learning intern who’s got a knack for dealing with rape victims.

She then tells Jeffrey the assistant to redress the woman’s wounds again because they are “reinfecting rapidly.” Her eyes really express the urgency.

She asks Jeffrey who brought the flowers, and he says he brought them for her. Way to go, Jeffy!

Gamble, instead of being charmed, oddly says, “I see. That’s enough for now.” She then looks to her right blankly and we cut to Gamble and Dale walking in another hall, where Gamble tells Dale, “You know, this is the kind of case that makes me want to kill every man that was ever born.” So far, I think that’s pretty understandable, except in the case of Jeffrey the flower boy.

She continues walking but stops abruptly once more when Dale says he’s just an innocent bystander, even though we saw him smoking around patients.

Gamble cryptically says, “I know, and you’re a specialist, but there’s a lot more to this than what you’ve just seen,” and stares off to imagine the unfathomable.

The two of them sit at a computer and analyze some data. Gamble explains that in five days five raped women have experienced amnesia, and that each rape has been “equally brutal.”

Dale points out all the women saw a different guy (or woman), so it couldn’t be the same guy doing it.

Even more strange? Gamble points out that the women’s brainwaves are inhuman.

What!?

Gamble also says they all seem to have some kind of “untraceable” drug in their systems and “organic matter” on their bodies, that must not simply be their skin.

This new information gives Dale the unquenchable thirst for another hospital cigarette:

Gamble tells him he can’t smoke in that particular office, though. Patient’s room, fine, but nurse’s office, no.

Dale asks Gamble if they found any semen on the women, but Gamble, seemingly afflicted with amnesia herself, tells him again with concern that they didn’t find semen, but instead found “some kind of organic matter on the women that we can’t analyze.”

Gamble also reveals that the women were all virgins prior to being raped. Cue a brief harp sound.

We then flash to a hot NYC fashion photo session with some photographers that would be cool in any decade,

a model who could be from any decade,

and some awesome poppy ’80s music that I can’t find anywhere online. Too bad.

This scene plays out for a couple of minutes, which is really sexy and includes the occasional applying of make-up, and then the model is finally left alone to do some cocaine before doing some nude aerobics to soft ’80s music—something that I’m sure all women in the ’80s did whenever they were alone, especially in public buildings. I believe this model is supposed to be a virgin as well, which seems a little difficult to digest given her disposition, but I’m not one to judge. Maybe she just likes drugs and exhibitionism, but not sex itself.

We get some nice boob close-ups that are absolutely necessary, probably Tim Kincaid’s subtle attempt to point out the perversion of male voyeurism and say, “This isn’t meant to be erotic, you pervs!”

The music starts to progress a little more with some chill rock guitar thrown in, but before Tim Kincaid tempts us perverted men too much as the woman sensually rubs her stomach, one of the photographers walks in on her.

He’s apologetic, but then his underlying perversion seems to take him over and tries to come out of his chest.

The woman watches in understated shock as his chest begins to rip open along with his face.

We hear what sounds like boiling macaroni as the woman tries to hide behind the photography backdrop instead of leaving the room, and then she watches in curiosity as a shadow in front of the backdrop approaches, a creature that could probably clearly see her beside the backdrop.

We even get a good glimpse of what looks like an arm funnel penis,

before the woman decides whatever brutally murdered her friend from the inside out is worth running away from and runs toward the door.

But then the arm elephant trunk penis thing shoots two tentacles which wrap around the woman’s legs and put her on her back,

and it moves closer toward her with its terrifying head,

and bizarre, unsettling toilet-brush-esque arm, which takes the towel away.

After being traumatized by this horrifying imagery, we are introduced to an old woman in Soho, or what looks like Soho.

She’s got a lot of groceries there. She goes into a door to a place that looks abandoned and goes down some stairs as the soundtrack starts to snarl weirdly. At least I think it’s the soundtrack, but maybe it’s the aliens doing something in this place.

Either way, the woman seems to think her scarecrow doll is up to something and removes it from her bag, looks at it questioningly, and then looks around like she’s not sure how she wound up in her predicament.

Next we get another tilt shot, this time from the ground up to the roof of the Manhattan General Hospital, where Gamble is speaking with one of her nurses, a female Billy Idol.

She’s freaked out by all this rape stuff going on and expresses these feelings to Gamble. Meanwhile, a single slimy gloved hand moves down a water tower ladder nearby.

The nurse further explains she’s found that all of the women raped have never been with a man before.

A foot!

Gamble calms the nurse by explaining that she’s not the only woman “who’s alone and afraid and with no one else to protect her. There are lots of us—” she looks away for a moment, snickers like it’s ridiculous to include herself among the weak, and then says, “Lots of them.” You could almost believe she flubbed her line there, but that couldn’t possibly happen with a director who’s so careful about getting the best nipple shots.

All in all, it turns out to empower this stressed-out platinum-haired nurse. She walks back inside the hospital as Gamble looks away for a moment with a scowl, as an ominous synth note amplifies her emotions. After trailing behind the other nurse, the eery toilet-brush-armed creature attempts to snatch her, but instead only manages to wriggle its fingers in the air behind her.

Cut to the hospital sign, helpfully reminding us that our next scene will take place in the very same hospital where the last scene took place.

The camera then tilts up to the hospital, and we cut to Gamble injecting a patient with something and speaking to her. Gamble tries to get this woman to remember something, when the woman tells her that she was at the modeling studio. I had no idea this was the same woman who did nude aerobics, given her face is covered in bandages and she looks fairly generic, but there you go. She also talks slowly about how the photographer came back for his wallet, before rising up and screaming, “It was Ted!”

Cut to the Empire State Building.

This is where that old woman lives, I guess, although I don’t remember the entrance to the building looking like the catacombs from The Cask of Amontillado.

Obviously, this is beneath the building. It must be in order to house a woman who’s experiencing the depths of dementia all alone in the dark, though I suppose that can happen in any other part of this country.

Anyway, she has a good time feeling up the walls

and laying some newspaper down to sleep on them. She of course pulls out her scarecrow doll and asks it, “What do you think, Lester? It’s a little dark, but there’s none of the usual scumbags around.” She then breaks the fourth wall, as if to say, “Except for you, the perverted men in the audience.” Perhaps even the name “Lester” is a reference to “molester,” securing the idea that any man or representation of men in this film has indecent ulterior motives.

The old woman also pulls out a little Christmas tree and a silver streamer, putting that crap aside before singing a lullaby to Lester that sounds nothing like a Christmas tune. I can’t read any meaning into that at the moment.

Unfortunately for her, her sweet sexless night is cut short by our villain here.

Ms. Mel Brooks Lookalike appears slightly concerned.

We get a close look at Lester as we hear slurping sounds and this woman’s screaming, obvious additional symbolism of male perversion, and then there’s one last shot of blood spilling from her mouth as she screams before we see what Dale’s up to.

As it turns out, Dale is looking at pictures with one of the women who worked with the assaulted model. Dale makes the comment, “She was very beautiful,” which seems pessimistic and suggests she’s not at all anymore now that she’s been raped. What a horrible misogynistic statement!

He does comment afterward that she’ll probably be permanently scarred because of this “acid” used on her, but he’s still a male pig.

This friend of hers comments, “I brought her from Wisconsin. This never should have happened to her.” Oh, what tragedies are unfairly wrought upon the Wisconsinites.

This friend does suddenly realize that Ted the photographer left the studio that day and never came back, but that she forgot all about him after discovering her raped colleague. Kind of odd, considering you’d want to remember who was around who could’ve raped your friend, but I’m sure Kubrickian Kincaid knew women’s psychology better than I ever could. This friend also reasons that Ted couldn’t have done it because he lives with his mom, because clearly no rapists ever live with their parents. Oh, and because Ted’s gay.

Dale is ever-skeptical of the gay argument. “Maybe. Or maybe he’s just real clever.”

Next we get another exterior shot of the hospital that tilts down this time to follow the bleach-blonde nurse. Some nice soft synth music plays.

We follow her home like the messed-up voyeurs we are where she proceeds to get comfortably nude in the kitchen, presumably like all women of that decade did as soon as they got home. Maybe they do that now and it’s just an unspoken rule. I wouldn’t know.

She takes a brief shower where she reassures herself out loud that there’s no way somebody could have gotten into her apartment, which she’s been paranoid about. We of course get more nipple shots and a nice view of her ass before she steps out, unconvinced of her safety.

When she steps into the kitchen to investigate the presence she senses, it turns out to be this creepy dude,

who says he found her key over the door, “the oldest New York bachelor girl safety device known to mankind,” and decided to kindly remind her that he had a date with her that night. After calming down about this first date breaking and entering, our towel-wrapped nurse expresses to him her paranoia about being raped after what’s been going on at the hospital.

After the dude appropriately tells her that he wants her to bear his children, the unthinkable happens, and he winds up permanently unable to have children from anyone.

To her close-upped horror, the nurse finds herself face-to-face with our alien antagonist.

Back at the studio, the assaulted model’s friend (I gave up trying to know anybody else’s name in this movie a long time ago) looks at more photographs with vague sadness.

She gives a somber monologue to nobody about why she’s the “only one who brings them here” and “what about the ones who come here to hurt them” and “the ones who want to kill them.”

Her sadness amplifies when the phone rings.

She answers, and while we don’t hear what’s said on the other end, she gets more upset and asks, “Was it you? Did you do it? Was it you, you goddamn creep?” We don’t hear an answer, although she may have heard a yes and we just don’t know it, but either way she hangs up solemnly and leans her head back.

Another ring.

She answers again and this time she’s actually relieved.

The woman on the other end is another colleague of hers, a woman who incredulously asks her if Detective Dale was “cute,” which really grinds this woman’s gears.

She gets frustrated with her buddy’s shallowness and hangs up.

But oh no, the power gets cut, and our little lady has to go check out the circuit box in her apartment. To her dismay, that isn’t the problem, so she has to go into the basement, which she states to herself in annoyance.

All that thought and talk about rape has her visibly concerned as she slowly descends,

which as we can see is justified given the growling arrival of toilet-brush-elephant-trunk-penis-arm not far behind her.

As she tries to fix the circuit breaker, the poor woman spots the creature.

After closing in on her face as she breathes in to get enough breath for another scream, we see Jeffrey prove himself to be the only chivalrous man in this film, as he brings more flowers for Victim #1.

This effort goes unappreciated, however, as she’s in a coma again. Regardless, he tells her that he’ll let some sunlight in for the flowers even though there isn’t a window in the room (maybe he’ll punch a hole in the wall?), and that he hopes that once the doctors fix her up she’ll “go out for a burger” with him. Anything for this woman that he knows nothing about, other than she looks pretty while she’s asleep. We quickly learn that Jeffrey isn’t so gentleman-like when he does this:

Something about rubbing her cheek makes him step outside with a perpetually open mouth,

and he does the same to Victim #2.

“I don’t believe this!” he exclaims before walking out of the room. The music agrees he’s on to something, so I will too. Oh, right! Their faces were bandaged, but now they’re not, and it took Jeffrey an entire monologue to notice. Way to creepily bring that information to light, that wasn’t awkward in the least.

Meanwhile, back to our photographer friend.

It looks like that black stuff is the “organic matter” that Gamble brought up twice in the same earlier scene. She gets up with an emotionless face that rivals Gamble’s (perhaps Gamble is the mastermind behind all this?), and her legs are covered in that “organic matter” as well, it would seem.

She walks at the speed of a sloth to someplace deeper in the basement before the film returns its attention to Dale, who’s paying a visit to Ted’s mother’s house.

The woman is worried because her son is missing and nobody’s come to visit her except for Dale.

Dale, on the other hand, says he came to see if she knew anything about where he might be, to which she responds, “But I called you!” Dale looks increasingly confused about his purpose in life.

The conversation then veers toward some rusty pieces of shit above her fireplace,

which were actually collected by Ted and his friends underground throughout the city. Ted’s mother calls them “antiques,” which is cute. She also says Ted sells the stuff he finds for good money, which means she’s obviously a lying fucking bitch—the only bad woman in this movie and a clearcut suspect.

Dale, activating “true detective” mode, asks if she knows any of this “group” that Ted belonged to, which gets him a frustrating dead end of “no.”

Good luck, Dale! Someday you’ll get it, Junior Detective.

Now we get an update from Gamble about this “organic matter” found on the victims.

She is helped by Dr. Ira Markum, who looks at the substance on a slide under a microscope. Gamble says “it’s not a virus, or a communicable disease. It’s more like the waste matter of some sort of spore.”

Dr. Ira Markum’s input? “It’s brick dust!”

“What?”

He then goes on to explain that this brick dust (which is deceptively organic-looking?) can only be found in one place: beneath the city. He explains further, in a dire voice, “Whatever’s going on, it’s coming from underneath this city.” Cue harp sound.

Jeffrey the Creepster returns to Victim #1, and when he says her name (it’s Donna, I guess), she looks up at him with, once again, a blank expression on par with Gamble. We also see she has a scalpel.

Next thing we know, Jeffrey’s unconditional adoration is punished after Donna removes her gown. She was probably awake when he graced her cheek, still getting over the trauma of being violated.

She steps out of the room wearing only her best Gamble face,

and she takes her sweet time walking down the hall while baring her impressive one-piece tan lines.

We really need another tilting shot, so this time Kincaid cuts to show us the exterior of Gamble’s apartment building from bottom to top. Then Gamble gets a call from Dale while she’s in bed, who tells her she needs to come to the hospital.

At the hospital, Dale asks her what’s wrong. She responds, probably emotionally held back by some kind of sedative, “They’re gone. They’re all gone.”

Even though these victims should still be considered under the care of the hospital, presuming they all just checked themselves out in the buff like Donna, it looks like the hospital saw that they were gone and simply wiped the system clear of them.

But wait! They still have Karinsa.

Without even needing to dial or wait for somebody to say anything on the other line, Gamble picks the desk phone up and blurts out that she wants a 24-hour guard placed outside Karinsa’s room.

This makes Dale want to enjoy a nice hospital cigarette.

But then Gamble tells him to put it away.

Gamble points out it’s weird for Dale to be so emotionally attached to this case when he should “probably be used to it by now.”

This prompts Dale to emptily tell the story of how when he was seven his sister was raped. He watched her go from a “happy teenager to a closed-up old lady in one day.” That seems improbable, but carry on. “She never got over it.” Oh, I guess that’s the end. Kincaid really knows how to gain the audience’s sympathy.

Dale tells Gamble that maybe when this is all over they could go to dinner, to which Gamble replies, “Okay, but I’ll warn you right now, I have a tortured history with men.” This face she makes as she says it would be warning enough for me. I’m thinking there’s something going on inside that isn’t quite human.

Back underground, Donna makes her way to a mysterious red-glowing place.

In the next shot, we see a street somewhere in the city, with some upbeat jazzy synth music accompanying the sight.

This pulls back to show the rest of the area, which includes Milo Printing and a bum having a great time randomly moving trash around on the curb.

Then the camera tilts up and zooms in toward a window above Milo Printing. I guess the cameraman finally located where our next scene will take place.

Inside of that window, we are faced once again with the friend of the photographer who was assaulted in her basement, the shallow one who wanted to know if Dale was “cute.” She gets a phone call from her mom,

and throughout this riveting conversation about getting a good job, she undresses like any woman would do in this situation.

Some serious hands and a musical cue suggest something bad.

After saying out loud that she wishes she’d done something that would shock her mother—but obviously not losing her virginity to a guy—a menacing man introduces himself to her.

He says he “wants a good time” and makes her play “button,” which involves the exciting activity of unbuttoning a button every time he unzips one of his zippers. Um, just how many zippers does this guy have? Well, we don’t get to find out, as the game doesn’t get too far before our alien menace comes to the rescue with a clumsily held kitchen knife.

This apparently hits an artery in his eyeball.

As he’s dying, the would-be rapist falls onto the woman for help, but is coldly rejected as she screams like nearly every other woman in this movie has at some point.

We have to get another close-up scream as well.

Later that night, it looks like Gamble and Dale are still having the exact same conversation they had the previous night in front of that damn computer.

They go through the entire list of possible places where an underground lair seems plausible, with Dale patiently explaining why each place on the list doesn’t meet their criteria, before coming to The Empire State Building.

Fucking bingo!

It looks like our model victim Karinsa is ready for underground action.

As she gets up, we see that Dr. Ira Markum is intrigued by what he sees.

Markum follows the woman as she leaves the hospital.

We follow her bare ass for about a minute as she goes deeper underground. It’s as if Kincaid wants us to be desensitized to the image of a naked woman walking to the point where our perversions leave us entirely.

Markum eventually follows her to the red-light room.

At the same time, Gamble discovers there’s another access tunnel directly beneath the hospital. Dale gets a call right then and there about an assault in progress. His face really nails the sense of immediacy.

Elsewhere, some poor guy working under the city gets his ass kicked by toilet-brush-arm-helmet thing.

Even the alien’s boots have little rubber things. Badass.

Dale and Gamble catch the alien in the act and chase him down, stumbling upon the red room. We of course have to retrace every step that Markum and Karinsa took before they get there.

Finally, we get to a room full of what looks like foam cement and chicken wire that I suppose the alien used to construct a nest. It’s great set design.

The nest is filled with all of the women who have gone missing, and they’re all greased up and in need of something that’s out of their reach.

Oh, they’re welcoming Karinsa. It’s hard not to find this gratuitous and insanely erotic, but damn I’m trying, Kincaid!

When Gamble and Dale get to the breeding grounds, they spot the remnants of the old bag lady and Lester, who’s thankfully still intact.

As the two approach the nest, the women retreat into it.

They are then greeted by Dr. Ira Markum.

He tells them that they’ll be away from harm if they stay away from the nest, and he expresses a sudden admiration for the alien, calling it “incredible.” He also somehow knows that the species came to Earth as a spore, but can’t seem to figure out entirely how it has managed to reproduce all across the galaxy, although he somehow knows that it has. Something’s not right here. He also explains that the old woman was an “experiment” that didn’t work, and let the aliens know that they had to use virgins, even though it most likely failed because that woman was clearly 70-something and couldn’t have a kid. But what do I know?

Markum says, “You’re a virgin, aren’t you, Gamble?”

Whoa! A bit of a personal question there, doc!

Gamble is understandably disgusted by the question.

Apparently that old woman did have a child after all, but as Markum said it can’t reproduce and can only kill. Oh, and it can also bite with its toothed vagina mouth, which it does to Gamble’s shirt.

Then we get a full look in all its beautiful glory before they shoot it to death.

The bullets do nothing at point-blank range, not even superficial damage, so Dale jabs it with the butt of the gun.

Gamble joins in the fun and whacks it with a wooden plank while trying to exert a mild level of emotion.

The creature dies and Markum seems upset, but informs Gamble that she is destined to become a mother to the alien species. Then he refers to the species as “we”, before calmly walking in front of Gamble, opening his arms and saying “help me.”

He then indulges in some unnerving and highly impressive performance art.

This performance art involves gradually turning fatally overweight as he talks about how everybody should be hosts for them.

Because it looks like we get a lot in return.

Dale looks unsure of how to feel about what he sees.

Markum’s face finally bursts open to this.

So, Gamble and Dale set him on fire,

which causes the women in the nest to experience bliss, I guess, and rub themselves in goo that looks like a metaphor for something, but I’m not entirely sure what. Custard?

Gamble comes up with the idea to use the electricity on the subway’s third rail to destroy the nest, which seems kind of sociopathic considering they should probably try to save the women rather than kill them. I mean, even though they don’t look and never really looked like innocent virgins, they still were and don’t deserve to be brutally put down. Maybe Gamble is just insecure and jealous of their figures. Five less women around for competition, eh.

We get a lot more shots of these women moaning and rubbing slime on themselves as Dale attaches some cable to the third rail. However, they run into a problem and have to call the power company to get the power restored. Sensing something wrong, some of the women get a little bitter.

The one guy drinking Jack Daniel’s reading a magazine in there dismisses the call as a loon and says “tell him to go to a shelter,” until the guy on the phone says “it’s a ‘her’,” which changes everything.

We need more nudity, wetness and moaning, so we get it, and it’s a real turn-on.

Oh, wait, that’s right, this movie is supposed to be high-concept art in the genre of horror, not softcore porn. How could I be so immature about art house cinema?

Anyway, finally they get some electricity going and throw the cable reel into the nest, which tragically electrocutes all of our victims. Wait…wouldn’t that make us the real monsters in this? The aliens just wanted them to breed, but we’re killing them. Quite the poignant message, Kincaid.

Then the music starts, our theme from the beginning of the movie, as Dale and Gamble naturally hold hands while leaving the subway.

Back at Gamble’s apartment, they have inevitable sex, but Gamble seems distracted by the concept of the “others” that Markum briefly mentioned.

To solidify this fear, Dale changes form and says, “You’re right!”

But this is revealed to be a simple nightmare as we zoom out from Gamble’s screaming, instead of zooming in like we had with the others. This must signify that the alien menace won’t close in on her, but she will still forever be ensnared psychologically by it.

She cries alone in bed as the camera continues to zoom out, and it’s made very clear that her history with men truly is tortured, only enhanced by the fact that even alien men aren’t safe. Her history is so tortured, in fact, that we hear her crying into the end credits as they begin to scroll.

This film is most definitely a feminist look at the horrors of men, and it’s made amazingly by Tim Kincaid, whose body of work I will definitely explore further. With this venture into sci-fi horror, he flawlessly covers the terrors of rape as well as the righteous lack of trust that women need to have for men. I can’t even trust myself as a man, finding this film ashamedly erotic at times, so how can any woman trust me, really?

I give this one a 4/5 stars, only because I think Jeffrey should’ve been the only man to make it out alive at the end. His death really wasn’t fair, as he was the only truly good guy in this thing. But maybe that is the nihilistic message Kincaid was trying to convey: nobody is safe in this messed up, rapist-filled universe.

If you would like to buy this icon of magnificence, get Breeders here at Amazon for a measly $10 or much less.