An aging actress, Lynn Roman(Bobbie Bresee;who, at 37, had one knock out of a body), desperately desires to retain her past glory by nabbing a major part designed for a 20 year old lead, decides to inject an experimental formula given to her by a mysterious scientist. This scientist, Evelyn Avery(Dawn Wildsmith),an obsessive fan of Roman's, caused the deaths of her boss, Dr. Zeitman(John Carradine; whose role was actually lifted from stock footage of another proposed Fred Olen Ray project, Frankenstein's Brain)and fellow colleague using a formula designed from alien DNA. It is designed to make Lynn look younger, but has a nasty side-effect, when angered, she transforms into a hideous insect monster! Yes, Bresee turns into yet another monster. Anyway, Lynn's biographer, Ross Anderson(Drew Godderis, in a dreadful performance with equally appalling voice over narration that seems to attempt a homage of sorts to Sunset Boulevard)investigates the drug she's been injecting and discovers some disturbing truths. Meanwhile, Lynn's alter-ego, the insect monster, emerges killing her maid, Elaine(Pamela Gilbert), back-stabbing agent, Harry(Fox Harris), and cheating boyfriend, Mark(Mark Anthony). <br /><br />I believe there's an alternate version out there with extra footage shot by Fred Olen Ray, but the version I viewed gives Kenneth J Hall full credit as director. On this page, several cast members represent characters that aren't in the film I just finished, which was released by Fred's distribution label for DVD. Anyway, the quality for this movie is below par and the camera-work is exceptionally flat and unimaginative. Bobbie Bresee, however, is well cast and gets a chance to flaunt her magnificent naked figure in a gratuitous shower sequence. Unfortunately, the close-ups of her false monster teeth are laughable, although her creepy eye contacts and furious facial expressions work a bit better. The monster costume comes right out of those bad creature features in the 50's which I felt was intentional..a beloved spoof of those films, placed within an 80's modern setting. The film's theme is the longing to remain a vital figure in Hollywood despite the expiration date looming(..again, right out of Sunset Boulevard)and Bresee, despite how yummy her figure is, seems to tap into the rage that befalls older actresses trying to keep up with the much younger gals entering the industry. The sub-plot with Wildsmith, as the diabolical, deranged scientist, really off-sets the tone of the rest of the film, particularly her scenes in her apartment, taping collective photos and clippings of Lynn on the walls. The monster mayhem is(intentionally?)goofy and rather poorly executed because the costume isn't the least bit scary..more likely, seeing it will give you the giggles. Pamela Gilbert(..a tall, athletic figure, with long brown hair), as Lynn's maid, disrobes for the horny male(..and female?)viewers during a swim while her employer is away, eventually falling prey to the monster..told she was too old for the desired lead role she so covets, Lynn's rage causes the beast to rear it's ugly head. The scene with an elderly Carradine, attempting to speak his lines(..and obviously reading from cue cards), looks to be on death's door..it's kind of hard to watch knowing that he wouldn't be with us very much longer and seeing him struggle with his lines, barely being able to breathe, kind of brought about sadness because I'm such a fan of his. The opening of the film, concerning the alien monster who attacks Evelyn's colleague, leads to the film's standout gore scene..the scientist interrupts a couple in a jeep searching for their pooch, ripping the arm off of the man attempting to see if he's okay.