the audience applauded

Although it has its amusing moments, in eneral the plot does not convince.

The movie turns out to be a little better than the average. Starting from a romantic formula often seen in the cinema, it ends in the most predictable (and somewhat bland) way.

Story: It's very simple but honestly that is fine.

Russ Meyer's movies have always struck me as a cross between porn and the Loony Toons. (The bleedin' obvious, perhaps...) Hence I don't see why RM even bothers with his quasi-plots, because it's really just the (large) breasts and the rest that matter. UP! has that unique and wonderful 70s look, but without the fast-forward button it is almost unwatchable, because far too repetitious and uninteresting. Plus, occasionally it has nonsense that cannot possibly appeal to any healthy heterosexual male: Hitler getting raped?? Who the hell wants to watch that? The bottom line is that isn't funny (and the other bottom line is that we need nore female bottoms). But what can one expect from the "renowned" film-critic and gourmet, fat Roger Ebert? He co-scripted this crap, a fact that neatly fits in with his horrible taste in movies (and, I presume, food, too). Perhaps the Hitler-rape has something to do with Ebert's clandestine sexual inner fantasy world? The dialogue, as in nearly all RM films, is dull and fast-forward-worthy.UP! was made in the golden age, when implants very rarely infested the bodies of luscious Russ Meyer women. RM's later produce is full of silicone, hence totally worthless. I guess he must have been just like any other hick who cannot differentiate between a beautiful pair of naturally formed breasts and a pair that looks like it's been pumped at NASA.UP! succeeds only as a "live" large-breast calender, to be viewed with the remote control close at hand. As usual, there is a fair amount of imaginative directing and wild editing, but when there is no plot (or even worse: an Ebert "plot"), it isn't of much use.And the Fedor Award For Movie's Best Pair Of Large Breasts goes to (after much, much deliberation)... the Asian woman in the early scenes (Su Ling).The Fedor Award For Movie's Prettiest Face goes to... Alice (J.Wood).I wonder if these women were forced to undergo couch-casting with Ebert?... An awful thought. Perhaps only the Hitler actor had to...

I should preface this review by pointing out that Russ Meyer films are loved by many and berated by an equal amount. The themes of violence, sexual exploitation and taboo content either delight some, or greatly offend others.I encourage you to develop your own take on Russ's unusual films.The film opens with an S&M session involving Paul, the Nazi Adolf Schwartz (who bears a striking resemblance to another famous Adolf) and several concubines. Paul is whipping Adolph as he ravishes the women. Adolph then pays Paul a "bonus" for Paul pleasuring him in two unmentionable varieties.(shown discretely) Cut to the murder of Nazi AdolfSchwartz at his home by placing a ravenous piranha fish in his bubble bath. The identity of the black glove wearing murderer is a mystery.The story then veers course to show super sexy Margot Winchester hitchhiking into town. A police patrolman attempts to give Margo a lift which she refuses. However she is picked up by a man a few moments later, who then drives her to a wooded location, and struggle ensues as he tries to rape her. He beats her violently unconscious at the edge of a lake and then rapes her. When Margo comes to and discovers him still on top of her she goes berserk and flings him tumbling over backwards breaking his back and killing him. The police officer sees the incident and then bribes Margo. In exchange for a different story about the rapists "accidental" death Margo agrees to "please" the cop. Margo then gets a job where Paul works at Alice's restaurant. Alice the owner and wife of Paul, knows a good thing when she sees one and realizes that Margo's beauty will attract customers. Sure enough it does and things get busy very fast. Things go so well in fact that Alice opens a second café and opening night is especially crowded.A large yellow haired lumberjack named Rafe goes on a drinking binge and becomes more and more unhinged. Margot gives the patrons a burlesque show and it sets Rafe over the edge. Like a caveman he throws Margo onto a table and proceeds to rape her. Paul tries to stop him but he is knocked unconscious. Alice races to a nearby phone to call the law. Meanwhile while Margo is being raped the other male patrons hold her down and even cheer Rafe on. The other bar patrons hear the cop arriving and flee leaving only Alice, Rafe and Margo inside. As Rafe continues to rape Margo, Alice jumps on his back attempting to end his barbaric assault. Rafe throws her down on top of Margo and starts to rape her as well. The cop arrives and after several painful attempts to stop Rafe he picks up an hatchet mounted on the bar wall and chops into Rafe's back. Rafe stands upright screaming in agony. The patrolman attempts to comfort the girls thinking Rafe has been stopped. But instead Rafe pulls the hatchet from his back and chops the patrolman with it into his chest. He picks up the girls, one under each arm and carries them screaming into the woods. He reminds me of King Kong here. Somehow the cop manages to pull out the hatchet and get to his feet. He sees a chainsaw on he bar wall near where the hatchet once was once mounted. He follows the screaming into the woods. When Rafe flings the two women to the ground the cops lunges and drives the whirling chainsaw into Rafe's abdomen. In a torrent of splashing gory blood Rafe is torn to shreds with the chainsaw.The movie then cuts to Margo making a phone call at a phone booth near the woods. She drives to a cabin all the while being followed by a mysterious stranger in a car. She enters a cabin and starts to take a shower. The mysterious figure approaches and attempts to kill Margo with a knife ala Hitchcock's Psycho. Margo manages to flee into the woods. When she turns to confront her attacker we see to our surprise that it is sweet little Alice. In a sequence where Alice chases Margo with a knife it is revealed that Margo killed Adolph out of jealousy for his sexual dealings with Paul. It is also revealed that Adolph is Alice's true father and that they had an incestuous relationship. Just when it seems as if Alice is ready to kill Margo things shift gears and it seems they will make love instead. Alice walks Margo over to an abandoned spring mattress in the woods and they are about to start fooling around when surprise! Paul appears wielding a gun and wounds his wife Alice with a single shot. Paul confesses his love for Adolph and the Nazi philosophy. He resents his wife Alice for killing Adolf. Margo times a defensive attack and knocks the gun from Paul's hand.In a strange twist the film cuts to epilogue #1 where we see Margo inside the police commissioner's office. She's a cop! And she is commended for her great service. And if all this gets too confusing, Russ Meyer helpfully arranges for a one- woman nude Greek chorus (Kitten Natividad) to pop up at intervals to explain what's going on, even if she fails to entirely do so. This is one of RM's more surreal films and often the plot at the end gets very messy and not all the loose ends are tied up. Also reoccurring in this title is RM's obsession with Nazi's which he has stated he developed during his time in the service during WW2. This film contains more nudity and sexual situations than some of his other endeavors. Its typical delightful Russ Meyers campy world of sex, violence, suspense and hot girls with ridiculously huge knockers. Once again its fun to watch even if its crude, convoluted at times, and downright taboo at others.

when people talk Meyer films, I never hear Up! mentioned at all and I don't know why. I am constantly perplexed that Supervixens gets much acclaim yet nobody mentions Up! Maybe it's just me.This is the 11th Meyer film I saw and I really enjoyed it. A lot. Again, maybe it's just the fact that Raven is so ravishing that draws me in. She is indeed one of the top Meyer girls, and tis a shame she wasn't cast in any others. She's gorgeous, has such a cool face, and of course, her bustline is amazing.I guess this one was made so much later in his career that it went under the radar. It came out in '76 and by then people were already experiencing more intense cinema like Star Wars and Jaw, the 'blockbuster' as it were....perhaps Russ was past his prime by then. Maybe it was too self-referential, too cartoon-ish, too zany, too sleazy, maybe it was bar rape scene, who knows.....whatever the reason, it's a shame. Love the rednecks and hillbillies in Meyer films- they don't seen Hollywood. And since I suffer from the same malady as Meyer did- Bosomania- I'll never argue with his casting, especially with Raven, who stands up there with Tura, Erica Gavin, Ann Marie, and others as top Meyer gals.Hope to attend a Meyer film fest someday to see this on the big screen.

Russ Meyer does it again! Up! has something to offend anyone with any sensibilities. I have fond memories of wading through picket lines of feminists in Berkeley to see this in the theater. Meyer's perverse mix of humor, sex, and violence is at its best in this film. Not to be missed by people who....well, we know who we are, don't we?