Bloody Mama is a 1970 American exploitation crime film directed by Roger Corman and starring Shelley Winters in the title role, with Bruce Dern, Don Stroud, Robert Walden, Alex Nicol, and Robert De Niro in supporting roles. It was very loosely based on the real story of Ma Barker, who is depicted as a corrupt, mentally-disturbed mother who encourages and organizes the criminality of her four adult sons in Depression-era southern United States. Corman considers the film one of his favorite in his filmography. Plot In rural Arkansas during the Depression, middle-aged Kate 'Ma' Barker, disturbed by the childhood incestuous rape she experienced at the hands of her father and brothers, also brutalizes those around her, while indulging in her monstrous sexual appetites. She is devoted to her four young adult sons: the pragmatic Arthur, sadistic Herman, homosexual Fred, and loyal, drug-addicted Lloyd. Ma decides to leave her husband, George, and her Arkansas home to embark on a robbery-murder spree with her four sons. When Herman and Fred are arrested and imprisoned for petty theft charges, Ma leads Arthur and Lloyd on a bank robbery spree for the money to free her sons from jail. The gang is then joined by gunman Kevin Dirkman, Fred's older cellmate who eventually became his lover. Also accompanying them is a local prostitute, Mona Gibson, whom Herman frequented before his imprisonment. While hiding out at a cabin in Kentucky, Lloyd is approached playfully by a young woman named Rembrandt, who swims up to him as he dangles his feet in the lake. The encounter begins flirtatiously, but quickly turns into rape and abduction, after Lloyd shows her the needle marks on his arm. Lloyd tells her he's a Barker, in spite of Ma's warning to use an alias. Not wanting the woman to report their location to the police, the Barkers hold her captive, and Ma kills her by drowning her in the bathtub, despite the protests of her sons. Ma subsequently seduces Kevin, leading Fred to resent her. After arriving in Tennessee, the gang abducts wealthy businessman, Sam Pendlebury, and hold him for $300,000 ransom. The sons, particularly Herman, bond with Sam whom they see as the decent father figure they never had. When Herman and Mona attempt to collect the ransom, they barely escape from a pair of FBI agents. With the ransom eventually paid in full, they plan to leave Sam