Rock Stories: Paul Marshall remembers “Beyond The Valley Of The Dolls”

By and on September 15, 2016

We thought it would be fun to look back again at one of Night Flight’s “Rock Stories” from 2015, when L.A. musician Paul Marshall told us about what it was like to appear in Russ Meyers’ Beyond the Valley of the Dolls, which The Criterion Collection will be releasing later this month (Sept. 27, 2016) in brand new Blu-ray and 2-disc DVD editions.

These are hi-def digital restorations, with tons of Special Features, including a Q&A about the film from 1992 featuring Russ Meyer, Roger Ebert, John LaZar, and Dolly Read, along with actors David Gurian, Charles Napier, Michael Blodgett, and Edy Williams, with host and Night Flight contributor Michael Dare.

On this website, Dare explains: “It never came out because 20th Century Fox refused permission, despite Mr. Meyer’s approval, despite the fact that it wasn’t available in any other format, and despite the fact they had no plans to release it themselves. Were they embarrassed about it? I can’t imagine why, unless they’ve got something against transsexual superheroes who run around beheading Nazi manservants and guys dressed like Tarzan.”

Marshall — along with the other members of his band, the Strawberry Alarm Clock — appeared in a memorable Malibu mansion party scene in Russ Meyer’s cult classic Beyond The Valley Of The Dolls, which today seems like a parody of everything you’d expect to see at a hedonistic Hollywood party, circa 1970, with a heady dose of psychedelicized rock on the soundtrack and lots of cantilevered cleavage, which was significantly part of Meyer’s métier.

It’s a film in which almost everyone bares their breasts, in fact, including foxy lesbians, promiscuous porn starlets… even one of the male actors.


Meyer, by the way, never wanted to do real hardcore porn, telling his screenwriting partner, movie critic Roger Ebert, “Frankly, what goes on below the waist is visually not that entertaining.” It goes without saying, probably, that Russ was a breast man. He also did not like rock music — he hated it, in fact, and is said to have preferred Big Band and Dixieland, with an occasional shot of Englebert Humperdinck — and he certainly didn’t take drugs at all.

The film’s legendary party scene perfectly illustrates what Ebert would later say was “the first foray into sexploitation by a major studio.” It’s still considered one of the best L.A. party scenes ever, and it sets up so many of the film’s secondary characters and their importance to the story. For instance, it’s where we first meet Ashley St. Ives — played by a Meyer favorite, the vivacious Edy Williams — who, we’re told, is a famous porn starlet, and later we’ll see her having orgasmic sex in a Rolls Royce while screaming out the names of expensive foreign cars. A 20th Century Fox contract player, Edy Williams was, by the way, introduced to Russ Meyer by Ebert, who had met her in the Fox commissary.


We also meet the tall, blonde and handsome leading man, Lance Rocke, played by Michael Blodgett. We meet the bus boy/law student Emerson Thorne, played by Harrison Page. We meet Roxanne, a busty lady — played by Erica Gavin, another Meyer favorite — who takes a shine to Casey. We meet the Ali-esque heavyweight champion of the world, Randy Black — played by James Inglehart — and practically everything that comes out of his mouth contains a boxing reference.

Blink, by the way, and you’ll miss Pam Grier’s very first screen appearance, not to mention Haji, who was so great in Meyer’s Faster Pussycat! Kill! Kill!, wandering around clad in nothing but black body paint.


Before we get to Paul’s recollections — which are really great! — let’s recount the events leading up to how the movie came together in the first place

The BVD (as its cult refers to it) story really begins sometime in 1968, after Ebert had read a front-page article in the Wall Street Journal, by Steven Lovelady, which had crowned Meyer the “King of the Nudies.”

Ebert then wrote a letter to the Journal, which was later published, praising an earlier film of Meyer’s, 1959’s The Immortal Mr. Teas, for its “dynamic editing style” and “distinctive energy.” That film — starring an old Army buddy of Meyer’s named Bill Teas, playing a dentures deliveryman who was able to see women unclothed with a kind of X-ray vision — had played at the Illini Theater in Champaign-Urbana, Illinois, on and off for two years, and had become a staple during Ebert’s exam weeks.

Ebert also later wrote that he’d first learned of Meyer after he “had photographed many of the first year’s Playmates for Hugh Hefner,” and had “adopted the Playboy standard of ‘the girl next door’ and invented the ‘nudie’ genre.” (Hugh Hefner visited the BVD set, and devoted a pictorial layout to the film and the girls in the July 1970 edition of Playboy shortly after the film’s release).


Ebert: “His films didn’t feature tacky strippers, but wholesome young women in a format that looked but didn’t touch.” Ebert has also said he once asked Meyer, “Where do you find those women?,” to which, he says, Meyer replied: “After they surpass a certain bra size, they find me.”

Ebert became friends with the director after Meyer had read the letter that the WSJ had published, and soon Meyer — who somewhat unbelieveably had been signed to a three-picture deal by the 20th Century-Fox film studio — was presenting to him the idea of collaborating on a project that was already had set up for him, through Richard Zanuck and David Brown. He told Ebert that all they had was basically to work with was just a title: Beyond The Valley Of The Dolls.


Fox were apparently desperate to come up with a sequel to their 1967 movie Valley Of The Dolls, and they were already out of pocket for the development costs for two rejected screenplays by novelist Jacqueline Susann — who had come up with the title Beyond The Valley Of The Dolls herself while she was writing her second novel The Love Machine —  which were deemed unsuitable for the studio’s purposes. Ebert once relayed just how desperate they were in a story from legendary studio publicist Jet Fore, who had told him that Fox was looking to them to, in Fore’s words, “save the studio.” “Every producer in town has his nephew up in the hills trying to remake Easy Rider, said Fore, “and whadda we got in the can? Nothing but a Western and two war movies.”

Ebert then reminds us that the movies that Fox were sitting on were Butch Cassidy and the Sundance Kid, Patton and “M*A*S*H.


Meyer and Ebert — neither of them had read Susann’s book — decided to screen the original Valley of the Dolls movie, directed by Mark Robson, and they decided it was so awful that they’d be better off satirizing the movie’s plot, telling a similar tales of three sexy young women who come to Hollywood, seeking fame and fortune before falling afoul of sex, drugs and vanity.

Learning of what was being planned, Susann even sued Fox to distance herself from the lurid production, at which point the studio legally thought it wise to add a disclaimer during the “sequel’s” opening credits, which read: “The film you are about to see is not a sequel to Valley of the Dolls. It is wholly original and bears no relationship to real persons, living or dead. It does, like Valley of the Dolls, deal with the oft-times nightmare world of show business but in a different time and context.”

Even the first theatrical ads spelled it out clearly for all to see: “This is not a sequel!” and “There has never been anything like it!”

Vincent Canby would later write about Meyer’s film in the New York Times: “Any movie that Jacqueline Susann thinks would damage her reputation as a writer cannot be all bad.”


Ebert has written that he took a six-week leave from his job at the Chicago Sun-Times, and he moved into Meyer’s three-room office on the Fox lot in Culver City, where the two of them commenced writing the screenplay, which, as Ebert wrote in Film Comment in 1980, on the occasion of the film’s 10th anniversary, was planned to be the “the first rock camp horror exploitation musical,” adding: “Meyer wanted everything in the screenplay except the kitchen sink. The movie, he theorized, should simultaneously be a satire, a serious melodrama, a rock musical, a comedy, a violent exploitation picture, a skin flick and a moralistic expose (so soon after the Sharon Tate murders) of what the opening crawl called ‘the oft-times nightmarish world of Show Business.'”

Robson’s Valley of the Dolls plot was a fairly rote Roman à clef by anyone’s standards, and Ebert relished being out in the L.A. sunshine and writing faux-hipster dialogue that was later going to be read, completely straight, by hipsterish L.A. actors, not all of whom knew during production if the film was a parody, or not. “You create the great satire in the world if you direct everybody at right angles and don’t say its a comedy, just play everything straight,” Meyer told David K. Frasier, the author of Russ Meyer-The Life and Films, decades later.

It would take them six weeks to finish their BVD script, and Ebert has said it involved “yellow legal pads and much laughter.” Meyer would offer suggestions from his office, yelling out boisterous bon mots like “You can never have too many women in the picture!” Ebert, meanwhile, would later go on record saying that the time he spent working on BVD was “one of the great experiences of my life.”


Their story would concern a female rock band, initially called the Kelly Affair, a trio of gorgeous dollybird dolls who relocate themselves to L.A. in order to break into a more professional music scene. The band’s lead singer was actually a real-life Dolly, British-born Playboy Playmate Dolly Read, who stars here as Kelly MacNamara (she was, incidentally, dating comedian Dick Martin of Rowan & Martin’s Laugh-In fame at the time and they would later marry, in 1978). Her sidekicks are the doe-eyed Cynthia Myers (who was another gorgeous Playmate) as guitarist Casey Anderson, and New York fashion model Marcia McBroom stars as the deliciously-named Petronella Danforth, who backs the fictitious femme trio on the drums. Their manager and driver, Harris Allsworth (David Gurian, appearing here in his only film role ever) just happens to also be Kelly’s high school boyfriend, and he might just be two sweet for Hollywood, as we’ll find out later.


Once they’re out in L.A., this foursome connect with Kelly’s rich aunt, Susan Lake, who runs her own fashion business, so right off the bat we get to see a lot of scantily-clad models slipping around her offices, making for some of the first onscreen titillation. We’re not too far along in the story before Kelly decides she is entitled to a third of the $1 million inheritance that dear aunt Susan inherited upon the death of Kelly’s mother. Susan’s lawyer, Porter Hall, gets involved, of course, and at some point the money is transferred over to Kelly.

Susan then invites Kelly and her friends to a party being thrown by Ronnie “Z-Man” Barzell, played by the great John Lazar. His character was supposed to have been “inspired” by producer Phil Spector, but, writing in Film Comment, Ebert later admitted that neither he or Meyer had ever met Spector. It’s Z-Man, by the way, who gets to say one of the best lines in the movie: This is my happening — and it freaks me out!”


Which brings us to that party scene, and this is a great place to start with the reminiscing.

Here’s what Paul Marshall remembers:

“I had joined the Strawberry Alarm Clock in the spring of ’69, and when I joined the band, I was hired as a replacement vocalist. We were a five piece at the time — Mark Weitz, Ed King, Lee Freeman, Gene Gunnels and myself — and this was the same group who had played on the hit ‘Incense and Peppermints,’ but the original singer of that song had never been in the band, and that was Greg Munford, who had just come by their recording session as a visitor. Then, in late ’69, Mark quit, and then we were down to a four-piece.

As I recall, it was sometime late in the year when we were called for a meeting in our manager’s office, our manager being Robert Fitzpatrick, and his office was in the 9000 building on Sunset. We got there and I think our attorney was there too, and they said ‘We’ve got this offer for you guys,’ and they told us that there was a movie that they wanted us to be in, and they told us the names of the people involved and none of them meant anything to me at the time. I had no idea who Russ Meyer was, and I think I only recognized one name, Michael Blodgett, because I think I knew him from a western TV show.

I found out later from Roger, and only got the feeling after talking to him, that he was a big fan of Strawberry Alarm Clock’s, and that he and Russ Meyer, possibly with Ebert’s encouragement, decided we would be a good fit, what with the psychedelic implications and the fact that there was so much druggy psychedelia in the movie, but I also think they knew that we hadn’t had a hit in a while, and they knew that they could get us for cheap.


The guy at our label, Russ Regan, at UNI, and our manager, they all wanted us to do it, and I think we were told it would be a career boost, and I remembered thinking that it would probably be something else that Russ Regan wouldn’t follow-through with. He had always had these great ideas for us, like recording certain songs, and we’d do it, and then they’d never follow through and promote them, and since this was just another idea, we figured it would just be another one of those scenarios.

But we were told that 20th Century Fox were looking for songs too, but they also wanted the band to play ‘Incense’ too, and I’d sung the song a bunch of times by then, so that was okay, but they wanted a couple of new songs too, and so we said ‘Sure,’ and so I think I started working on the songs right away. Then, I presented the songs I’d written to the band, and they thought they were great, and then we played them for Stu Phillips, the film’s composer, and he liked them too, so we were booked into TTG, this studio that was near Highland Avenue and Sunset, in Hollywood [TTG, by the way, stands for “two terrible guys,” the two owners of the studio], and I remember the sessions were just ridiculous. Stu was there, and our so-called producer Peter Schrader was there, and he was working for our management company and he was a road manager, but he was trying to get more involved in producing, but he was in the booth, saying these silly things like ‘Get us more of that foot snare, Gene,’ and we thought the direction we were getting from the producers was really horrible. I learned after I’d joined the band that there was a problem, with the managers and our producers, and I know now that if I’d been producing those sessions, or any of our sessions, that I would done things a lot differently.

The songs were good enough, and we were paid a fee for doing the recording sessions, I think UNI paid that, and then we were also going to be paid what’s called a sideline fee, 20th Century Fox were paying that, which is a real low musician’s union scale for appearing in a film and pretending to do the music, even though we had actually done the music. We’d be lip-synching to our own music.


And then we did the shoot, which took place on the 20th Century lot, over in Culver City, on a soundstage. At the time, the band, we all lived near each other in Burbank. I lived in a little apartment on Riverside Drive that I’d just moved into, and Ed and Gene lived just around the corner from me, and Lee didn’t live too far away. So we’d get up real early and drive down there every day, for about a week. I think this was in either late January or early February of 1970.

I remember when we first got there, they sent us to Wardrobe, and there was a wardrobe guy who was working on the film who was clearly not as interested in women as we were, he was kind of a flamboyant guy, and we’d showed up in what we were all wearing at the time, which was jeans and these blue work shirts and that was sort of our standard mode of dress at the time. We weren’t really a psychedelic band at that point, we’d become more of a blues rock band, and I think I was bringing more of a country rock sound to the band, but we were not a psychedelic band like the guys were when they’d recorded ‘Incense.’ But here we are, in Wardrobe, and this guy is going through all of these shirts and he’s saying ‘try this,’ and ‘try this,’ and we’re trying on these shirts and finally he finds these pink shirts and we try them on we he says ‘That’s it! That’s what you’re wearing,’ and we’re like, ‘Oh no, you’re kidding,’ but we did it. It was pretty strange for us because it was like a little uniform and the band had never worn uniforms, and we’d never made any effort to dress alike, but we just went along with it. We were all pretty young and we all had agreeable personalities and honestly we were a little desperate. We weren’t a band on the rise, we were in trouble. We hadn’t had a hit in a while, and we didn’t know what were were going to do, we just knew that there were people telling us what to do and we figured they knew more about it than we did, so we put on our pink shirts and went to work. I always thought to myself, ‘Hey, I’m still playing music, even if it’s lip-synching to one of my songs in a movie, and at least I’m not flipping burgers.’


I remember the set was a complete zoo. I’d just turned twenty years old and I’d never seen anything like it. It was my first time on a movie set, and like I said, it was just a crazy scene, a zoo, and there were extras and cast members everywhere, and people were running around, yelling out ‘Put a scrim on that baby junior!s’, and running back and forth. And occasionally they’d say ‘Okay, we’re going to run the song now,’ and I’d lip-synch to our song and then they’d cut and I’d go back to the trailer. That’s where I was when we weren’t needed, I’d just stay in the trailer most of the time, smoking pot and I think I was reading a Richard Brautigan book at the time, and I’d do that. I stayed pretty stoned. We all did. The guys in the band, we all had a good relationship, we were pretty good friends, and enjoyed eachother’s company, so we hung out on set together. The guy who was most involved with socializing on set was Lee. He always wanted to know what was going on, and, like I said, I spent most of my time in the trailer, either there or over at catering. I couldn’t believe how much food there was. I was onset about half the time, and the other half of the time, I was reading my Brautigan book.


I knew the movie was a little bizarre, and at the time I thought ‘This is not my kind of movie,’ with the half-exposed boobs in the party scene, and a woman dancing around in the nude suit… yeah, not my kind of movie. No one in the band ever looked at a script. I didn’t really interact with too many people from the cast… the only person I talked to was Dolly Read, and she was just the nicest, nicest person, so sweet, so engaging, so I mostly talked with her. It’s funny, I never really talked to anyone that week about what the movie was about, it was mostly just, ‘What are you reading?,’ and ‘What’s going on in your life?,’ that sort of thing. I only had the vaguest notion that she was a Playboy bunny, but we didn’t talk about it. I barely remember Roger being there, but he was there the whole time, of course, and Russ too, of course, and the only other person we talked to was the assistant director.

One day, I think the day before they hadn’t needed us, and one of the guys in the band had some acid, and he said ‘you want some’, and I thought, ‘Why not?’, so we took some acid and of course later that day they needed us, so there we were, on acid, in a Russ Meyer movie. I also remember one day that week, I forgot to bring my guitar, and I had to call our roadie, and wake him up, early in the morning, and tell him how to get into my place and get my guitar and then bring it to me on the set.

Paul Marshall appears just to the left of Dolly Read

Towards the end of the week, the girls got up and played with us, and that was a good break from what we’d be doing all week, and it was fun to be able to interact with the girls. And we were pretty impressed, they actually had all learned to look like they were playing their instruments and making it look believable, I mean, they were no Eric Claptons, but they made it work.

Then, we didn’t see anyone again until the movie premiere, which was at the Pantages Theatre in Hollywood, and we played at the premiere and it was a real red carpet affair. My girlfriend came with me and we got all dressed up. And we were watching the movie and I knew the movie was going to be a little odd, a little strange, but I was sitting there watching it and thinking, ‘Oh God, what is this?’, and my girlfriend, I think she was horrified. It was pretty foreign to me, and I left the movie feeling so ashamed. I’d had some sort of connection to the counterculture, and the music counterculture, and I thought it had been portrayed as… the movie was exploitative, and it was a parody, and I thought it was cheap, tawdry, silly and goofy.

It wasn’t until the third time I saw the movie that I ‘got it.’ And now of course I laugh and laugh. At the time I hadn’t seen Valley Of The Dolls, so after I’d seen that film, I got a lot of the references, and it made me enjoy Beyond that much more. I loved the singer, Lynn Carey, what a voice, what a fabulous singer. The songs, I think, came out on the soundtrack but there was some kind of problem, a contract thing, I think, and there was another singer [Ami Rushes] on the soundtrack instead of Lynn. Our songs were on the soundtrack, and ‘Girl From The City’ came out on our next album, and it was released as a single, on UNI. I think the other one came out on a compilation, years later.


We broke up in the middle of 1971. We didn’t have a record deal, and we were losing money on our tours, and it didn’t make any sense to keep the band going, and Lee and I wanted to stay in L.A. and I think Mark and Ed wanted to go down South, and that’s when Ed, of course, joined Lynyrd Skynyrd.

The movie over the years became more important to us and we started to get invited to the screenings. I would talk to Roger Ebert and he was always so nice to us, and we reunited a couple of times to play, and I think the last time might have been in 2007, at the Ebertfest [Roger Ebert’s Overlooked Film Festival, held in Urbana-Champaign, Illinois], and there were a few times at the Egyptian Theater in Hollywood, and there was also an event at Amoeba when the soundtrack CD came out, and that was probably the first reunion of all of those guys again.”

Thanks, Paul!!

Read Roger Ebert’s thank you letter to the band:


The film’s shooting had begun on December 2, 1969, and was wrapped three months later, so Paul’s party scenes were likely shot during the last few weeks of shooting, if we’re correct about it taking place in either January or February of 1970.

In 1969, the Motion Picture Association of America had decided that Midnight Cowboy — which would go on to win the Best Picture Oscar, on April 7, 1970 — should be released with an “X” rating. The MPAA had originally planned to give that film an “R” rating, but they later decided to change it to an “X,” due to its “homosexual frame of reference” and possible influence on “youngstsers,” and United Artists executives, who had met with a psychologist who convinced them to release it with the “X,” had decided not to fight the rating, knowing that it would limit the movie’s audience considerably; later, the MPAA broadened their requirements and raised the age restriction from 16 to 17, and the film’s original “R” rating were reinstated, with no edits made to the film.

When Beyond The Valley Of The Dolls was released, on June 17, 1970 — a day shy of Ebert’s 28th birthday – the MPAA had also given it an “X” rating too, and learning that, Meyer actually wanted to go back and re-edit certain scenes in order to include more nudity (Ebert says that he shot many scenes in both “X” and “R” versions, and Zanuck had asked the director for an “R-minus” movie, as hard as possible without losing the “R”), but the studio, who were in the middle of a cash-flow crisis at the time, wanted to get the movie on theater screens as soon as possible, and so it was released without edits, something that apparently always bothered Russ Meyer for the rest of his life and career. He groused about wanting to go back and add nude scenes that he’d shot but there simply wasn’t enough time, and he was never able to go back and edit the film again.


Nevertheless, despite an idiotic X-rating, Beyond The Valley Of The Dolls — which cost $900,000 to make, Meyer’s largest film budget at that point — raked in $7.5 million in the first six months, and eventually it grossed in excess of $40 million on its way to becoming a bona fied cult classic. It was not, however, a hit with the critics, some of whom were particularly vicious in their reviews. John Simon, for instance, writing in the July 20th edition of the New Leader, called it “true pornography,” and said “the only people it can arouse are those whose idea of sex is totally divorced from reality.”

Charles Champlin, writing in the L.A. Times, called it “a treat for the emotionally retarded, sexually inadequate and dimwitted…a grievously sick melange of hyper-mammalian girls, a totally degenerate enterprise.” Variety‘s reviewer wasn’t laughing at all either, saying the movie was “as funny as a burning orphanage.”

Even Ebert’s fellow critics in Chicago, Gene Shalit and Mike Royko, slammed the movie and Ebert began to openly question whether he’d made a big career mistake. Then, watching the film again, along with Russ Meyer and Edy Williams, at the Roosevelt Theater in Chicago, he heard the audience howling with laughter and he felt redeemed. “It plays,” he said.

In 2006, Fox Home Entertainment issued BVD as part of its “Cinema Classics Collection,” a two-DVD release of the film, with an incredible widescreen transfer showcasing the wonderful tight-focus cinematography by Fred Koenekamp (Koenekamp would later score an Oscar for his cinematography on Patton, which also utilized some of Russ Meyer’s WWII combat footage). It also includes a brace of new featurettes, a gallery of 300 stills and a folio of lobby card reproductions.

Roger Ebert’s obituary for Russ Meyer is a truly wonderful and heartfelt read. In it he says, “His films were unique in that the women were always the strong characters, and men were the mindless sex objects. The film critic B. Ruby Rich called him ‘the first feminist American director.'”


Russ Meyer died, age 82, in 2004. Roger Ebert died in 2013.

Today, Paul Marshall is a member of I See Hawks In L.A., one of L.A.’s best Americana-roots bands, and he plays with several other bands too, including a new group, Goin’ South, which he tells us is led by John Zeretzke, and features Rick Shea, Paul Lacques — who we told you about here, when he was a former member of Andy & The Rattlesnakes — Fred Sokolow, and Vic Koler. They present educational history of roots music in different genre styles (blues, Cajun, bluegrass, etc.) at elementary schools and other similar settings. Paul’s songs have also appeared in numerous films and TV shows over the years, including Allison Anders’ Grace Of My Heart and the Robin Williams movie Man Of The Year, not the mention he placed songs in “The Riches,” an FX TV show.

Brand new 2016 Blu-ray and 2-disc DVD editions will be available September 27th from The Criterion Collection. These are hi-def digital restorations, with tons of Special Features, including a Q&A about the film from 1992 featuring Meyer, Ebert, LaZar, and Read; and actors David Gurian, Charles Napier, Michael Blodgett, and Edy Williams, with host and Night Flight contributor Michael Dare. You can buy it at Amazon and other retailers.


About Bryan Thomas

Bryan Thomas has been a freelancing writer/critic for All Music Guide, and a contributor to Launch, Music Connection, Big Takeover and numerous other publications and entertainment websites, blogs and zines, most of them long gone. He's written more than sixty sets of liner notes. He’s also worked for over twenty years at mostly reissue record labels -- prior to that he worked in bookstores and record stores, going all the way back to the original vinyl daze. He lives in the Miracle Mile neighborhood of Los Angeles, CA.