Baron von Frankenstein (Udo Kier) wants to create both a man and a woman. His aim is to have them mate and create a race of little monsters that will obey him. Busy in his laboratory with his assistant Otto (Arno Jurging) he has created the woman he believes is perfect but is having some trouble with creating a man that has the proper libido to get the job done. He believes he needs the head of a man who is sexually insatiable. He and Otto decide to stake out a brothel in town looking for someone who fits the proper criteria.

In the meantime he has been neglecting his wife and sister Katrin (Monique van Vooren). Katrin has twice run across Nicholas (Joe Dallesandro) dallying with the local girls. Pretending that she is disgusted with his behavior she tells him to come to the castle the next day to discuss his conduct.

Nicholas and his friend Sacha (Srdjan Zelenovic) happen to be at the brothel the night The Baron and Otto are on their quest. Sacha is contemplating entering the monastery and becoming a monk. Nicholas is trying to show Sacha that having sex with women is better than being a monk any old day. Nicholas mistakenly thinks that Sacha is having sex with two women and believes he has found the head he is looking for. When they leave the brothel Nicholas is quite drunk and Sacha is trying to get him home. Otto knocks Nicholas unconscious and The Baron cuts off Sacha’s head. They steal away into the night with their prize leaving the headless body of Sacha behind.

The next day Nicholas is appalled at the sight of his headless friend. Still, Nicholas reports to the castle as instructed and is basically hired by Katrin to service her needs. While Nicholas is having sex with Katrin in her bedroom The Baron is having sex in the laboratory with his female creation’s innards, specifically her gall bladder.

The Baron presents his two creations at dinner. One of Nicholas’s jobs is to serve dinner. When Nicholas sees the head of his friend he is confused. His friend’s body looks different. Nicholas keeps quiet until he can figure out what is going on in the The Baron’s laboratory.

“Andy Warhol’s Frankenstein” AKA “Flesh For Frankenstein” was released in 1973 and was directed by Paul Morrissey. It is loosely based on Mary Shelley’s “Frankenstein”, and I mean loosely. The film was presented in the Space-Vision 3D process when it premiered. Both “Andy Warhol’s Frankenstein” and “Andy Warhol’s Dracula” 1974 have many of the same sets and some of the same actors. Joe Dallesandro, Udo Kier and Arno Jurging are in both films.

It was rated X due to its explicit sexuality and violence. Panned by the critics it was loved by the cultists. Why is it a cult favorite? Because it’s a freak show. It is both extremely gross and sexy at the same time. Between the naked women and men there’s blood and guts.

And don’t forget the incestual relationship between Mr. and Mrs. Frankenstein. Granted at the moment she’s screwing the hired help and he’s screwing the zombie woman he created but they do have two children who like to watch. Well, The Baron likes to watch as well, and if I’m not mistaken, so does the maid.

As for Otto, the assistant, he’s a little embarrassed watching his boss have sex with the lady zombie’s guts but he has no problem trying to copy him. With the lady zombie and with the maid.

It’s a cacophony of sex and blood. And if you get your Amber-Blue glasses from Amazon or E-Bay you can watch it in 3D.