After Midnight: Fred Olen Ray on Strip Clubs & Chainsaw Hookers

After Midnight Fred Olen Ray


I grew up watching the films of Fred Olen Ray on VHS. They were usually good for some good natured gratuitous boobies, with salacious titles like Hollywood Chainsaw Hookers, Beverly Hills Vamp and Bad Girls From Mars. He hasn’t stopped making movies, through the ‘90s erotic thrillers and current VOD age. In fact, he’s got a new one out this week.

After Midnight is a murder mystery set in a strip club, with guest stars Tawny Kitaen and Richard Grieco. So we got Ray on the phone to discuss After Midnight and look back at his legendary films of the VHS era as well. 


CraveOnline: Are you aware of the Fred Club?

Fred Olen Ray: No, is there such a thing?

Yes, Fred Willard told me about it. It’s a club for people named Fred.

Oh my God. There’s only a few of us. 

Are all the overhead shots of the city in After Midnight stock footage, or were you able to shoot those?

No, no, no. Initially I was going to lay all that stuff right over the girls and stuff, but I wanted to do some sort of preamble. So I found that footage and I bought it. I changed the color. It was very reddish and orangey and stuff. We brought it down blue-like. I thought it gave it a nice feeling. 

It makes it look bigger.

You know, I’ve worked with stock footage to a much greater extent in some other shows but I was surprised recently to see that very shot turn up in one of the Christmas movies that we made for TV, so apparently someone else had the same idea. 

After Midnight PosterYou’re doing a murder mystery set in a strip club and you know we’re going to see a lot of the strippers show their moves. Are the actresses really good sports about knowing what kind of movie this is and having fun with it?

I’ve done some of these things before. I’ve done vampire strip bar movies, at least two of those, and you get a mixture. You get girls who would swear they’ve done this before and then you get the girls who get up there and can’t dance their way out of a bag. I thought the girls all did a very, very good job considering that there is a mixture. I’m very positive that a few of these girls may have done this before. I didn’t question them on it but some of them really look like they know what they’re doing and then some of them were faking it as best as they could. I’ve seen a lot worse. 

How long can you let the strip tease go and sort of interrupt the plot, when obviously that’s the highlight for viewers anyway?

We find the songs. I let the girls listen to the songs and they get to pick the song that they like. We would just shoot the song and probably not shoot it more than once, maybe twice because we did one version where they kept everything on in the event that somebody wanted a television version of this. 

There’s an alternate version, because every time they’re doing a dialogue scene, if you look at the girl in the background, she’s dressed because I couldn’t shoot the dialogue over and over again to do it like that. Any time somebody’s talking and you see a girl in the background, she’s dressed. That was to go with the fully dressed version. We had more than one camera on them and I wouldn’t make them do the whole song because that’d be like two or three minutes. You want to maybe stop and talk to them a little bit and you want to change things around. 

It’s very difficult shooting in any kind of strip club because the walls are mirrors. It’s just mirror upon mirror upon mirror. All you’re doing is seeing yourself. You’re seeing the camera crew, you’re seeing the lights, you’re seeing everything so it really restricts how you can move about and what you can do and how high up you can get from the floor level, stuff that you don’t really think about but I think we did a pretty good job of staying out of the picture.  It is kind of maddening when you do these kind of shows. If you don’t build a set, if you use a real club you’re dealing with a lot of mirrors.

Was there ever any chance of having Tawny Kitaen perform a dance?

It’s funny, I would never have asked her to because she was playing the owner of the club. But she said at one point that she felt like she wanted to jump up there and dance. I said, “Well, I’m not opposed to it” but time just ran away. I don’t know if she really would have done it or not. She was a very friendly person. She was a lot of fun. I wouldn’t have stopped her, that’s for sure.

Are you a real stickler for dialogue sticking to the script?

No, not really. What I ask people is just don’t surprise me. Don’t come in and stop doing something that you didn’t tell anybody about. If you want to come and talk about something, tell me you have an idea, that’s fine and I’m not a stickler. You’ll find though that a lot of actors in the low budget arena, especially at this level, do it verbatim. It doesn’t occur to them that they could deviate from the script and they will come in and they will literally, when we do the dialogue continuity book, you find that the script and this film are almost identically. You’re not going to have to do a lot of transcribing because these people do these lines verbatim. They don’t deviate from them very much, but I don’t mind just as long as we talk about it. 

There was an instance where a guy came into the back dressing room and slapped the girl as she walked by. They call it auditioning when somebody comes up and says, “I want to audition something.” It just means I want to tell you an idea I have and see if you like it. The guy just did it and I didn’t mind it but I went up and said, “I don’t mind this but you’ve got to tell me that you’re going to do this.” Especially if you have a rehearsal. Somebody rehearses two or three times, which we do, and then they don’t do it. 

You do something different during the take, it rubs everybody in a funny way because most of these films, you’re moving very quickly. When somebody does something like that, the first thing that usually comes into people’s heads is that they did it because they think that you’re moving so quickly that you won’t have time to go back and do another take. When they pull something out of the bag that you weren’t prepared for, they’re trying to get away with something. We always pull somebody aside and say, “Don’t do that. If you want to do it, come and tell us first and we’ll talk about it.”

Was that on After Midnight, that slap?

Yes. I remember because it made me immediately go right to him. We don’t get much of that. Certain types of actors, I used to have an actor that I worked with a lot who was an old pro, but that’s what he would do. He would do something completely different than he did in the rehearsal. This was what he wanted to do, thinking that they’re moving so fast, they can hardly afford a retake so I can probably get away with this. Once they see it, they’d have to do another take to get me not to do it. It happens. Actors are clever. They’re crafty. That’s why they call it craft, I think.

Now I’m curious who the old pro was. Could you say? You had a lot of old pros in your movies?

He’s not with us anymore. He wouldn’t mind me saying. It’s Ross Hagen. Ross was a very energetic guy and he would do different things during the take than he did during the rehearsal. I always really believe that he was doing it just to see whether or not I disliked it enough to do another take. 

Are there still scream queens in the VOD age?

The original ones are still there. It’s whether or not there’s any kind of real market. The market, I feel, fell apart for that around 1992. When we made Witch Academy, that was the last time I ever tried anything like that because the writing was on the wall. The girls still work and we still work with them, but we don’t rely on them to pull the train and you don’t rely on that type of genre to make any kind of money. It’s not a moneymaking genre I don’t think anymore at all. 

The girls are still around. I just worked with Michelle Bauer in Christmas in Palm Springs. She came out and did a very funny bit for us in this TV movie. So we still see them. They still work.

Scream Queen Hot Tub PartyI actually saw Scream Queen Hot Tub Party back in the day on VHS. Was that a real coup to get all of them?

Back in the day, sometimes you wanted to own something. All you did was work for other people, then you’d sit back and watch thousands of units move out and you never got a piece of it. You kept thinking the only difference between you and these guys was you couldn’t afford to make a production. At that time, we were dating some of these girls. That’s how they became partners in the show. I shot it in my house and we did it very cheaply, but it turned out to be quite successful. 

We never licensed it. We ran into somebody who had some kind of a connection at a magazine, and they were buying the VHSes and selling them through some ad in a magazine. It came to thousands and thousands of units. We never ever had to license that thing out to anybody. We did a license in the UK but in the United States, we shipped the VHSes ourselves and we never went through another company and it did very well. It was just a little nothing. We made it in a single day.

I was thinking a weekend, but it was even only one day?

It was one day and Roger Corman and everybody gave us permission to use a certain amount of minutes from films we had made for them, so we were able to pad it all out. If we’d had Linnea [Quigley] it would have been the final thing but we had Monique [Gabrielle], Brinke [Stevens], Michelle and Kelli Maroney so that was a pretty good gang.

And the late Roxanne Kernohan.

Roxanne Kernohan, she wasn’t really in the same category. I think maybe she’d been in something for Jim [Wynorski]. I didn’t know her very well and I did hear that something became of her, but I don’t think I’d ever seen her before or since that day. 

That was my introduction to her and sadly she died in a car accident shortly after. Was there supposed to be a sequel to Hot Tub Party? I think I remember Scream Queen Spring Break or something?

We may have said that. We used to say that all the time. I used to put at the end of movies that there was a sequel coming to Phantom Empire, Hollywood Chainsaw Hookers, they all have sequels announced at the end of them. That’s a gag. That’s a joke. We never intended to make those. 

It seems like it would be easy enough to get the scream queens in all sorts of scenarios for a day shoot.

You could. It’s a lot of work though. A lot of times I would announce the sequel just because I didn’t want somebody to take that title and rip me off. As soon as I made Chainsaw Hookers, you saw about a dozen other movies that other people made that had sort of soundalike titles. Even recently somebody made Chainsaw Cheerleaders, Chainsaw this and that. I thought, well, I’m gonna put Chainsaw Student Nurses at the end of the movie as my sequel. That way it’ll stop some kid from making it.

Hollywood Chainsaw HookersBut Hollywood Chainsaw Hookers was a big hit, wasn’t it? Why wasn’t there a Chainsaw Student Nurses?

Everybody asks about making a sequel or all that. I wouldn’t want to do it for the kind of money that I did the first one for, and I don’t know that you could ever get back the amount of money it would take to do it the right way. They ran it at the New Beverly on a big screen not too long ago and it is a product of its time. I don’t find it to be that funny. I think it drags. I’d do it much differently if I could do it over again but I would rather that some Michael Bay licenses the rights from me and makes a giant megabuck movie out of it without me. Let Rob Zombie or somebody come along and take the rights and go make it. I don’t want to do it again for $50,000.

I also saw Evil Toons and it even has a line where he says, “I’ll get you in the sequel to this.” 

That’s right.

Were there ever hopes that Evil Toons would be a franchise?

There was because those were real animation cels. That was before everything was so easy. That was “Tom and Jerry” type plastic sheets, thousands and thousands of paintings. I said all you have to do is switch the background out and this animation would work over another scene. Except for the ones that had rotoscope parts missing, you could reuse a lot of these sequences by changing the background plate to another location. So I kept them forever and then I just finally threw them out. 

Evil ToonsOh no! 

I tried to get more money to do that. I’d gone to Roger and I’d gone to other people. I wasn’t looking for a lot. I was looking for $250,000. Roger said, “Fred, I don’t believe you can mix cartoons with live-action for $250,000 and have it be successful looking.” I said, “I think I can.” Nobody would give me the money. I fell into a situation where I was able to sort of finance it myself but I could only afford so much animation, so I thought, “I’m going to do it just like they do Friday the 13th.” You don’t see Michael Myers in the first Halloween but for a second, a beat here and there. He’s not on screen for a ton of time. I thought I’ll approach it like that, so then I had to turn him into a girl so there could be a little bit more action. It would’ve been better with more money but I definitely think the cartoon interaction came off successfully. I wasn’t disappointed in that.

The cast for Evil Toons was two scream queens and two adult film actresses, right?

That’s correct. I’m not sure Madison was in that area at that time. I don’t know who brought her to us. The other one, Stacey Nix, lived in the same apartment building as a friend of mine’s mother and she was a friend of somebody’s. She wanted to be an actress. At that time, we were looking for people who wouldn’t give us any trouble in that area and hold up the show. 

A lot of times, people take a role, get into the role and then they change their mind, they don’t want to do it or their heart’s not in it. You start feeling like you’re pressuring somebody or you don’t get what you think you paid for. Sometimes it doesn’t hurt, and that film wasn’t overwhelmed with any kind of nudity in it anyway, I don’t believe. The scream queens were Michelle came in as a favor toward the end of it. Monique was in that. My girlfriend at the time, Suzanne [Ager] was in that. David Carradine, Arte Johnson, Dick Miller, it had a good cast I thought. I was about eight days.

In Bad Girls From Mars did you shoot at Burbank airport without a permit?

Well, yeah. I don’t think we ever got out of the car. They were so on you. I think all we did was pull up and just have her come out and get in the car, but even at that they tried to catch us. That was so bizarre. If you’re a paparazzi you can chase a guy all the way to the metal detector and they won’t say anything to you, but if you’re just sitting in a car with a camera, it’s like you’re breaking some major law. That was a movie that had absolutely almost no budget and we sat there and tried to figure out how in the world are you going to do something with this film. I said we’ve got to do something that nobody else would dare to do. So we decided we’d take Edy Williams in a convertible, and she’ll go through Beverly Hills during the daytime and she will change her clothes on the trunk of a car.

Were you towing her in that scene?

No, no, no. She was just being driven and we had a van ahead of them that most of us were in. Gary [Graver] was there with the camera and somebody was driving the car. She just lay on the car and took her clothes off. She’d say, “What about this?” The guy said, “Nah, too gaudy.” So she’d get back on the trunk of the car, and this was on a Sunday. We all agreed that if the guys got arrested, that the van would just move on and we’d swing around and bail them out of jail. The cops never got us. They never saw us do that but that was about the wildest thing I think we ever tried to do on one of these kind of shows.

Possessed By Night Shannon TweedI saw Possessed by the Night and I think Shannon Tweed and Sandahl Bergman have never been hotter. Did you enjoy the erotic thriller genre when it was lucrative in the ‘90s?

You know, it was a situation. I always tell people most of the films that I made, I would never watch them if I hadn’t made them. That’s not my type of film that I would watch. But it was what was being made at the time. It was what was successful. I made this one film called Inner Sanctum with Tanya Roberts. Inner Sanctum was extremely successful. It was huge for Columbia/TriStar. It made the front of the Wall Street Journal. It outrented Backdraft, so all of a sudden this was what I would get offered over and over again. I did the one with Telly Savalas, then I did Inner Sanctum 2. So I got kind of pegged in there for a while, but these movies had real budgets. Mind Twister had a million dollar budget, so if you could imagine these erotic thrillers with a million bucks, it was pretty amazing. Inner Sanctum was $650,000 I think. It was quite a bit of money.

Possessed by the Night was sort of me having had enough of this. Really, I said, “Listen, guys. I just can’t keep getting into this business that people are just putting out like this. Can we at least have some kind of supernatural element or something that makes people do something that they wouldn’t normally do?” It was originally a statue or something that the guy got that possessed these people, that made them do something, made them act and behave in a way that they wouldn’t normally do. Eventually it became this thing in a jar, this freak thing in a jar. You don’t know what it is. It implies that it’s alive. It just got weirder and weirder. I liked Shannon a lot. I liked her and Sandahl. Sandahl I did a couple films with and she was great. 

You did a lot of movies with the word Bikini in the title. Was that very lucrative, to stick the word Bikini in?

We have a DVD company called Retromedia. Years ago we made one called Bikini Airways on a lark and it did really well. The people who bought it and got it on television, started giving this company an output deal. So this company has a three or four, five picture a year output deal. We just take them on because we’d get the DVD rights and we’d get all the foreign. This other company gets the domestic television and they fund the film. 

It’s a no lose situation for us. We’ll find a writer and a director. We’ll get a line producer and I’ll supervise by writing the checks and any fires that need to be put out. It’s a good business model. We have the model down now. I don’t believe I even visited the set this last time for the five that were made. I just didn’t need to go down there. There wasn’t any trouble so I didn’t go. It works out and they like it. I take it out of the title usually for my DVDs. If you see our DVD versions, the titles are usually different than they are on television.

“Bikini” sounds so wholesome. Is the promise of just bikinis enough?

I guess so. We did Genie in a String Bikini, she wasn’t wearing a bikini. Bikini Roundup, there were no bikinis and there were no roundups in there so I changed it to The Good, the Bad and the Beautiful. People seem to like them. As far as DVD, Retromedia puts out mostly horror and sci-fi from the ‘40s, ‘50s, ‘60s and ‘70s but those bikini movies on DVD outsell the classic horror films, probably 3:1. 


Fred Topel is a staff writer at CraveOnline and the man behind Best Episode Ever. Follow him on Twitter at @FredTopel.