There's no question that Andy Milligan's film work was influenced by Andy Warhol. That doesn't downgrade the late Mr. Milligan at all-- no doubt when he was putting together plays in the 1950s, much of the aesthetic seen in VAPORS and FLESHPOT ON 42nd STREET was already intact. It's as if Warhol influenced the film-making, yet Tennessee Williams influenced the content. I thought Milligan's VAPORS (see my review) was a masterpiece, treating loneliness, desperation, and sexual confusion in a bold and honest way. You don't have to be bisexual or gay to find the humanity and universality in such a film. For me, FLESHPOT is equally fine. If VAPORS was reminiscent of early Warhol, when Andy himself was at the camera, FLESHPOT is reminiscent of the Paul Morrissey era. There's no Joe Dallesandro here, but Milligan was never about "stars" the way Warhol was. This is the story of two people who are sexually confused and sexually frustrated, and find that they have to "hustle" on every level of their existence. They may be in the gutter, but they both have somewhere inside them a spark of romance and dreams of a better life...somehow, somewhere. Neil Flanagan (aka "Lynn" Flanagan) brings a lot of depth to the role of queen Cherry Lane--sweet one moment, bitchy another moment; kind and considerate, but then thoughtless. Flanagan is, of course, familiar to any Milligan fan because of playing GURU in GURU THE MAD MONK. Diana Lewis's other credits seem to be mostly porn, but she makes the role of Dusty uncomfortably real. Everyone has known a few Dustys--the person who moves in with someone and basically provides sexual favors in return for room and board and some occasional pocket money. A number of people have BEEN Dustys at some low period in their lives. She is hard-bitten, cynical, knows how to manipulate the gullible, but she too has a dream of a better life that even the sleazy New York underbelly has not snuffed out. Some people manage to find a way out, or move somewhere else and reinvent themselves successfully, but many do not, and this is their story. The jumpy 16mm photography of Milligan's legendary Auricon camera almost becomes a participant in the film, and makes everything alive and moving, the way it does in real life. There's a lot of attention to dialogue in Milligan's 60s and early 70s work--the man may have been essentially a playwright. When it works well, Milligan's dialogue works as well as some of the later, less symbolic, more explicit Tennessee Williams plays. This being an Andy Milligan film, there are no happy endings, but this film would be phony and insincere if it offered one. FLESHPOT ON 42nd STREET is an honest look at characters living in an urban jungle, a place where if you don't take advantage of the next person you meet, that person will take advantage of you. Milligan does not judge these characters; he finds the humanity within them. This is equal to the best of the Warhol-Morrissey films, and in its own right is an impressive piece of work that seems more accurate and more rich the older I get and the more I've lived. Don't wait three decades for someone to proclaim this a masterpiece and one of the most significant "windows" into the early 70's, and for it to be shown at some film festival alongside TAXI DRIVER--score a copy now.