This is a Charles Band film. The DVD has been restored. The prince (Don Sparks) needs to lose his virginity to prove his manhood. He has "sexperts" assigned to the task, but alas the prince only has eyes for the missing Sleeping Beauty (Linnea Quigley). The Prince travels to find her as all the action shifts to a brothel of fairy tale characters. The film is a musical and includes some bad lip syncing, except for the scene with Martha Reeves, who must have needed the work.

Many actors appear in other Band productions such as AUDITIONS and CINDERELLA.

The DVD version includes FF nudity (Linnea Quigley, Angela Aames Sherry Bragg, Marita Ditmar, Lindsay Freeman, Anne Gaybis, Evelyn Guerrero , Mariwin Roberts, Idy Tripoldi)

This film and clips can be found for free on line.

Charles Band strikes gloriously ridiculous schlock movie fool's gold with this giddy, bawdy, cheerfully lewd, crude and rude vaudeville revue-style soft-core sex musical comedy send-up of beloved Mother Goose nursery rhyme characters who are tossed smack dab into the middle of a gratuitous nudity-packed, sex-ridden, scuzzy pun-laden low-budget nice'n'naughty goofathon loaded with wink-wink, nudge-nudge hammy acting, pretty girls frequently shedding their scanty apparel, cheesy Cole Porter-type song-and-dance numbers, leering double entendres, grotesquely drawn black, homosexual and sexually deviant characters, semi-explicit simulated sex, dirty jokes about erections and voyeurism, and an ingratiatingly good-natured sense of aim-for-the-groin lowbrow high school locker room humor.

A jaded prince (pudgey, homely, acne-scarred dork Don Sparks),rendered impotent by having made love to too many castle babes, has to immediately find that certain special fair maiden who will arouse him in order to produce an heir and rightfully assume his natural role as king. So Prince Plug-Ugly Clod goes roving the countryside in search of his elusive alluring queen and has bizarre encounters with a motley assortment of mugging, freaked-out, libidinous oddballs. The Little Old Woman Who Lives in a Shoe (vampy Brenda Fogarty) is the madam of a bordello. "Repo Man" 's Sy Richardson, carrying on like he's in a way soulful blaxploitation picture, does his flippy jive-a** thing as Sirus, a preening, flamboyant pimp with an over-sized bright red codpiece. "Professor" Irwin Corey contributes a typically over-the-top turn as a manic, wheezing, profanity-spewing sex expert doctor. Snow White (luscious dish Annie Gaybis) participates in lively group sex with the lascivious seven dwarfs. Little Bo Peep (gorgeous buxom blonde honey Angela Aames) not only loses her sheep, but also her clothes as she squeaks out a dreadful tune in a grating, high-pitched adenoidal voice before falling out of her flimsy dress and revealing her bountiful breasts. Cuddly unclad imp Lindsay Freeman pops up as the insatiable Jill, who can't get mincing gay Jack to make love to her.

Robert Staats as gabby smarmy doorman Little Tommy Tucker, Angelo Rossitto as a lecherous midget lawman, and Bob Leslie as randy Old King Cole devour the cheap forest scenery with lip-smacking uninhibited aplomb. Juicy Ida Tripoldi fails to turn on the prince as a delicious naked chick birthday present. Delectably voluptuous belly dancer Nai Bonet shakes her fleshy, undulating body and pours glistening oil on her shapely buttocks while shaking it to a grinding disco beat. Marita Ditmar and future "Dallas" cast member Evelyn Guerrero, wearing just leather S&M masks, engage in an absurdly campy dungeon-set chains'n'whips "beat me because it feels so good" number. A fresh out of high school Linnea Quigley, looking incredibly cute and prior to her substantial 80's scream queen fame, gets the prince's motor running as the yummy, untainted Sleeping Beauty.

Director Harry Tampa, working from a gleefully coarse, filthy-minded, resolutely vulgar and unsophisticated script by Frank Ray Perilli and Franne Schacht (they also wrote "Laserblast" for Band),keeps the tone unremittingly smutty, yet light-hearted throughout, while cinematographer Daniel Pearl blinds the audience with lots of chintzy vertical wipes and dissolves and composer Andrew Belling and lyricist Lee Arries deliver the dopey goods with such choice sleazy songs as "Been A Virgin Too Long" and a kinky bondage-and-discipline-themed variant on the classic rhythm-and-blues ditty "Beat Me Daddy Eight to the Bar." Trandscendently tacky stuff.

"My Venus lies five inches below my belly-button. But it's better there than in Uranus." I gave this film a 10 not because it's a great movie (it's not) but because it is so unique and weird that everyone really must watch it before they die to truly experience the world.

My friend Jason and I both watched this when we were twelve and fell in love with its absurdity. Now, thirteen years later Jason found it again on Netflix and we decided to bring back old memories. Oh, and it was as strange as we remembered if not stranger.

The story if of a prince who must have children in order to carry on his kingdom. But he can only be aroused by one woman, a princess he has never met and who may or may not exist. So he goes on a musical quest (yes, this is a musical) through fairy land to find her. Along the way, he encounters Little Bo Peep, Jack and Jill, Tommy Tucker, Snow White and the Seven Dwarfs and others. And they sing, and they're naked.

The songs are great and the excessive nudity is interesting. What is funny is that the nudity is not erotic and at no point does anything sexual ever happen. Yes, seven clothed midgets do lie on top of a naked Snow White, but no flesh touches flesh.

The only attractive woman in the film (besides maybe Jill) is none other than Linnea Quigley, known for her roles in numerous B-movies and fro ma few Cheech and Chong films. Among horror fans, she's best known as the goth chick from "Return of the Living Dead" (which, incidentally, might be one of the greatest zombie movies ever). While her part is very small, this also happens to be one of her first roles. So if you like a young Linnea, you really need to see this. (Although, as I said in the intro, if you really want to live you have to see this anyway.) Recommended beyond your wildest dreams. Just don't let two twelve year old boys watch it or they'll grow up to become addicted to the absurd... or worse yet, horse porn.