Note: This is a “softcore” film, which includes (mostly female) nudity, and many instances of simulated sex, as well as some small implied violence. Not intended for children. This review contains spoilers but, let’s face it, you don’t watch movies like this for the “plot” anyway.

First, despite the above promo art, Julie K Smith, Stormy Daniels, and Glori-Anne Gilbert do NOT return to reprise their roles from the first film (the late Lorrissa Mccomas, pictured above, does not appear either). The only returnees from the first film are actress Taimie Hannum, who had a bit role as Holly, and this time has a co-starring role, playing an entirely different character, and Antonia Dorian, who had a wordless cameo as the ghost “LaCaCanya” in the first film, but also plays someone else here. In fact, storywise, there is no connection to the first film at all, despite using the same house and location for the film, and therefore it is much closer to a remake than a sequel. It’s as if director/producer Jim Wynorski was unhappy with the first film, for some reason, and just decided to try again.

Well, in trying again, it looks like he followed the standard “sequel rules” of taking everything that worked in the original film, and making it bigger. Where the first film had 7 sex scenes (plus 1 solo strip scene), this one has 9 sex scenes (3 of which are “lesbian” scenes, instead of only 2 the first time). While the first film starred the more slender, modestly-busted, Monique Parent (as well as the petite adult film actress Jodie Moore, in the striptease scene), this time all 7 of the women featured in this film are voluptuous and large-breasted (hey, the film has “breast” in the title, what do you expect?).

Also, I noticed that most of the sex scenes are more adventurous than in the first film, being shot from multiple angles and positions.

So this time we have another man named David, who is suffering from a recurring nightmare that he is tied up in the woods at night, while three topless women dance around him (he always wakes up, just as a 4th woman appears out of thin air).


After waking up in the middle of the night, his wife Kate (played by Hannum) insists that he should see a psychiatrist about these dreams. He agrees, and then they have sex (on the couch, the stairwell, the kitchen counter, and the dining room table).


Afterward, Kate looks in the Yellow Pages for a doctor, and finds Dr. Welby, described as a “sex therapist, hypnotist, and part-time babysitter”, and makes an appointment for David to go see her.

At the doctor’s office, David sees the doctor (played by former adult film star Demi Delia) in her office alone, while Kate sits in the waiting room with the Dr.’s assistant, another woman, drinking wine(!). Dr. Welby decides to use something called “sensual hypnotism” on David, which consists of her stripping naked in front of him (I guess that’s supposed to hypnotize him), and then having sex with him on her desk.


Meanwhile, Kate and the assistant finish off the bottle of wine, and then have sex on the couch outside the office.


After the sex session, Dr. Welby tells David that she thinks that he is being “called upon by a very sensual spirit” and gives him an address where she says that he will find the three “gatekeepers.” So, of course, David and Kate drive out to the woods, and find the house (same one from the first film) that they are supposed to go to.

They meet Julie (Tylene Buck), and her stepsisters, Meriwether (Lexi Lamour) and Rebecca (Rebecca Love), who look just like the 3 women from David’s dreams.


They tell David and Kate that they have been waiting for David for weeks, because the world is being threatened from another dimension, because of an evil witch named Millicent, who tries to crossover to our world every once every 13 years, by mating with a mortal/

For some reason (I can’t imagine why), Kate is skeptical of this story, but David convinces her that they should at least stay for the night, to see what is going on. Kate shows them to a spare room, and then David decides to take a nap, while Kate goes outdoors to get into the jacuzzi (naked, of course).

Meriwether and Julie soon join Kate in the jacuzzi, and we’re treated to three-way all-girl soaking session, which apparently wears Kate out, as she starts to fall asleep at the end.


Julie leaves Kate and Meriwether in the jacuzzi, and goes back in to see David. She wakes him up, tells him that it’s time for his “training” to start, and I’m sure you can guess what that means.



Later that night, David and Kate go to bed. It’s only 8 o’clock, but both are still feeling unusually tired, despite resting earlier that afternoon. The go to sleep together, but we see a woman in a geni costume appear inside David & Kate’s bedroom. She says that she is “Breasteva, the geni of the netherworld.” She tells David that Millicent is really a good spirit, and that the 3 women are witches who have imprisoned her. David isn’t sure he can believe her, but Breasteva’s solution is to seduce David, after casting a spell on Kate to make sure that Kate stays asleep, and then Breasteva and David have sex right there in the room.


Afterward, Breasteva once again warns David not to believe the witches, and then she disappears, and David goes back to sleep.

The next day, David wakes up alone in his bed. He gets dressed and goes to look for Kate, but all he finds is Meriwether sitting out on the patio, who tells him that Kate went out for a walk. She offers him some wine, but he declines because it’s too early, so then she offers to have sex with him, and he accepts that invitation.


Afterward, they go back to the kitchen and find the other women. Meriwether points out to the others that David has a strange tattoo on the back of his neck, which means that he’s been marked by the evil geni Breasteva, who wants to trick him into following Millicent, & becoming her slave. They tell David that they need him to be the bait to conjure Millicent, so that when she comes for him, the other women can destroy her. Rebecca then takes David away to “prepare” him.

And I’m sure you can guess what that means, too.


Meanwhile, back at the house,  Kate ends up sharing a bath with Julie and Meriwether.


Next, David leaves Rebecca, and goes for a walk by himself in the woods, and Breasteva appears before him again, and asks him if he’s ready for tonight, because he’s going to have the most amazing sexual experience ever. She also offers to grant David one wish, and he wishes for Breasteva to have “the biggest breasts I’ve ever seen,” (I would have wished to win the lottery, or for world peace, or something, but maybe that’s just me). Unfortunately, we only see David’s face as he looks in awe at what must be Breasteva’s new giant breasts.

Then David goes back to the house, telling Kate that they should just leave, but she insists that they stay to help destroy the demon Millicent.
That night, David is tied, shirtless, to a pole, while the three women, also shirtless, dance around him. Kate is watching from behind a tree, as Millicent (played by softcore legend Nikki Fritz) appears.


NO SPOILERS! You’ll have to watch it yourself to see how it ends.


So, what’s the verdict? Well, I would say that I thought that the women in the first film were sexier, with only Hannum and adult film star Tylene Buck coming close to matching the sex appeal of Smith, Gilbert, and Daniels. Nevertheless, the sex scenes did look slightly more realistic this time around, probably due to the fact that several of the actresses are current or former adult film stars.

So that’s a plus, though Wynorski still does the techno-music, and looking @ the camera thing during the sex scenes, which is something that some viewers complain about but, again, that doesn’t really bother me.

And I know it seems rather silly to criticize the “acting” in films like this, but at least the stars of the first film clearly made an effort to be convincing. I didn’t see that in this film. Frankie Cullen, as David, was completely unconvincing in any scene that didn’t involve sex. And Hannum was not much better, which is a shame, considering that were carrying the most of the load in this film.

But, overall, the film delivers on what it is there for. So I can see why it is packaged in a double-DVD set with part 1, since if you liked the first one you’ll probably like this one too.

It’s been a few years now, and it doesn’t look like a 2nd sequel is in the works. Which is a shame, since there’s an obvious title they could use:

Witches of Breastwick 2 can be purchased via
Witches of Breastwick 1 & 2


  1. […] more films with Wynorski. I think this documentary explains my question as to why the sequel THE WITCHES OF BREASTWICK 2 was basically a remake of the first one, just with a mostly new cast. I assume he had longer than 3 […]


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