Though ANDY MILLIGAN is best known as a director of godawful horror movies, that’s only because the majority of his numerous sexploitation films are, as of this writing, still in lost-film limbo. Which is a shame because, as Fleshpot on 42nd Street demonstrates (as does Seeds of Sin and the short Vapors), Milligan was much more at home with dysfunctional sex melodramas than he ever was with horror films.

Dusty Cole (LAURA CANNON, billed here as “Diana Lewis”) looks for a place to live after her boyfriend demands she either get a job or clean up the place. She tries to sell some worthless crap to a pawn shop but the owner (EARLE EDGERTON of Carnival of Blood) instead gives her $50 for sex. She ends up robbing the guy, heads into Manhattan, and runs into old friend and aging drag-queen-hooker Cherry Lane (NEIL FLANAGAN, star of Guru The Mad Monk, in an hilarious, unabashed performance): “Let’s go out to dinner tonight. Then we’ll take in the double horror bill at The Lyric, ‘Torture Dungeon’ and ‘Bloodthirsty Butchers,’ okay?” The two decide to not only share Cherry’s apartment but “join forces” and trade tricks: when a customer named Jimmy comes by, Dusty does him and ends up getting her butt beaten.

But as they’re hanging out in a mangy Times Square bar, Dusty meets Bob (a pre-Deep Throat HARRY REEMS, billed here as “Bob Walters”). They go to his home on Staten Island for sex and, despite him being deadly dull, Dusty falls for him. Which annoys the hell out of Cherry: “Didn’t your mother ever tell you you shouldn’t