Something Weird has released this on DVD-R, indistinguishable from hundreds of other random '60s "adults only" titles, so I was very pleasantly surprised to find it diverting and not boring like so many of its peers, especially the bottom-feeders originally released by Distribpix.

Filmmaker C. Davis Smith, who some fans will know by his fun annotated voice-over for the Al Ruban movie THE SEXPLOITERS, is famous as Doris Wishman's go-to guy, having shot at least a dozen of her feature films. Here he's on his own, and has made the best within the limitations of this antiquated MOS (add narration) '60s approach to Sinema.

I was a tad too young to have seen this film theatrically, and other than Russ Meyer at the end of the '60s I did not go to adult theaters as part of my budding career as a film buff, later industry professional, not until the hardcore era. I would have enjoyed this one, as its voice-over track is consistently interesting, not the usual mindless doggerel one associates with these ephemeral softporn outings that Mike at SWV has so studiously resuscitated for future generations.

The firmly buxom Jackie Richards, of SHE CAME ON THE BUS and other contemporaneous assignments, stars and dominates the film as Kim, making it almost a "one-girl" operation. (In porn, one always dreaded being trapped in a film structured around just one actress, especially if she were found wanting in the first reel, looks-wise. That went double at a drive-in.) In what proves to be a rather complex narrative structure, almost worthy of exegesis by the growing number of self-proclaimed sexploitation film historians out there, she explains to her newly arrived sister Tina (actress uncredited, but believably cast as Jackie's sibling) what's happened to her since moving to the Big Apple.

There are a very few on-camera dialogue scenes, with poor post-synch which makes it seem that Jackie has been dubbed by someone else, while the mystery actress portraying Tina appears to be doing her own lines. But the strength of the film is in Kim's well-written, at times almost erudite, narration. Flashbacks depict her relations with "all my men", told in the manner of a confessional and not dissimilar to various Wishman pictures of the period like BAD GIRLS GO TO HELL, or INDECENT DESIRES in which Richards also appeared. But writer-director Smith never goes over the top like his employer Doris was wont to do; I suspect he took his work more seriously than she did, judging by her disparaging remarks concerning her now surprisingly revered artifacts.

Kim has a young benefactor in NYC who gives her a place to stay, but sex is the bartering chip. She almost immediately strays into prostitution, though self-consciously prefers to ask guys for money rather than cold-bloodedly charging them a rate, delusionally thinking of the payments as "loans". Her next John, who she alternately calls Jack or John (no it isn't JFK), is contacted through a Lonely Hearts Club, and he gets her involved in all manner of fetishism and S&M. Smith presents this very effectively, capturing the pain & pleasure gimmick of so many films of this period without turning off the viewer with excess -sort of S&M lite. Her role playing, dressing in black lace, and ultimately subjecting herself to the corny "covered in whipped cream" shtick so beloved by the Findlays and other pornmeisters of the '60s, is effective.

Not so good is the weakest narration of the movie, where Smith has her declaring "we're all whores", indicating that men sell out for jobs and women for "wifery" (cute term, but stupid notion). This segment is saved by an explicitly Proustian (!!) scene where Kim communes with a shoe, becoming flooded with sense memories of her childhood and of having being raped (mentioned but not shown). It's outlandish but demonstrates how much narrative power & variety can be invented in post-production for these shot-silent epics.

Format has Jackie constantly disrobing -the act of which is quite a sight for the fans, and eminently more erotic than the latterday "all nude/all the time" approach to porn. Her segment with a supposedly muscular non-stud Harvey is a waste, but her being introduced to the wonders of lesbianism by guest star Jo Ellen (of FELICIA fame) as Louise, recognizable sans credit by her trademark gamine short haircut, is far better. Film culminates with Tina introduced to "all my men" plus Louise at a spin-the-bottle party. The voice-over narration has also changed a bit, now posed as a sort of a farewell letter to Tina, more wistful and seemingly from a different starting point "looking back". The overall effect of narration switch reminded me of the same gimmick used in the telling of the current German film release THE WHITE RIBBON, although Smith plays fair with the audience (Kim is involved in ALL scenes) while so-called "visionary director" Michael Haneke cheats, having the narrator privy to numerous scenes he could not have possibly witnessed. Surprise ending is succinct, satisfying and logical.

The entry point for this wild card of a film is exposure to a few dozen of the Wishmans', Findlays', Joe Mawra's and various anonymous NYC black & white masterpieces of the mid-'60s which eschewed direct sound. Once able to relate to this genre (not unlike the adaptation to appreciating silent films nearly 100 years after their heyday -a stumbling block that judging from IMDb vote counts has stymied 99.9% of today's audience), the pleasant elements of Smith's modest, unassuming ALL MY MEN are worth the expenditure of an hour in front of the LCD screen.