The assistant director of Johnny Got His Gun, as well as the director of Big Bad Mama, Lone Wolf McQuaid and Eye for an Eye, Steve Carver directed this exploitation roughie, where slave girls become gladiators and rise against their masters. But hey - it has Pam Grier in it! And you know why it's probably so sleazy? I blame the director of cinematography - Joe D'Amoto!

In the time after Spartacus, in the ancient Roman town of Brundusium, a group of slave girls are sold to Timarchus (Daniele Vargas, Eyeball),a promoter who puts together the fights in the colosseum. After the girls engage in a fight, she gets a big idea: make them fight to the death.

That's when Mamawi (Pam Grier) and Bodicia (Margaret Markov) - who had just teamed up in Black Mama, White Mama - decide to team up and get out alive. Rosalba Neri (Lady Frankenstein herself!, as well as Lucifera: Demon Lover and Amuck!) is in this too!

Markov met her husband, producer Mark Damon, while making this movie, but couldn't date until production was over, as director Steve Carver had made a rule regarding cast and crew intermingling.

Your enjoyment of this will depend on how much you enjoy watching women battle as gladiators and get treated as slaves. Go in wisely, dear reader.

Roger Corman's tough, engrossing, skillfully executed proto-feminist $1.98 drive-in version of "Spartacus," an early New World Pictures production reuniting the dynamic distaff duo of Pam Grier and Margaret Markov, who previously formed a sparky, highly charged rat-a-tat-tat chemistry together in Eddie Romero's excellent Filipino "The Defiant Ones" variant "Black Mama, White Mama." Ancient Rome, Italty: Desperate for a little variety and bored with your standard mano a mano gladiatorial combat, the gross, idle, decadent rich captors of a culturally diverse assortment of slaves decide to let their much abused female servants engage in vicious one winner per battle to the death gladiator fights. The female fighters, who include the gutsy Mamawi (the one and only Pam Grier, in typically ferocious fit'n'physical fighting mode),the compassionate Bodicia (beauteous, blue-eyed unsung favorite firebrand blonde Margaret Markov),and the flighty Diedre (lovely redhead cupcake Lucretia Love),understandably disgusted with the foul, ignoble, dehumanizing treatment they receive from their odious oppressors, stage a violent, rousing climactic revolt in which men and women alike savagely fight for their freedom.

Ably directed by Steve Carver (who also helmed the bang-up Depression-era corker "Big Bad Mama" for Corman),with quick pacing, snappy editing, a pungent, convincing period atmosphere, a tightly constructed narrative that thunders along with tremendous drive, and a fine, brooding score by Francesco De Masi, "The Arena" really makes the cut as top-of-the-line high concept 70's exploitation cinema at its most quirky and inspired. The solid, unusually intelligent script by John William and Joyce Carol Corrington (who previously wrote the funky end-of-the-world sci-fi/action hoot "The Omega Man") poses an extremely challenging and provocative moral question: Would you willingly kill another person in order to stay alive? And how much abuse would you endure before finally deciding that enough's enough? Furthermore, the truly terrific B-movie twosome of Pam and Margaret make for strong, smart and sympathetic heroines whose desire for independence is both genuinely admirable and even inspirational. Sara Bey, a striking brunette actress who's most fondly remembered as the titular perverted character in "Lady Frankenstein," makes for an eminently hateful villainess as the bitchy, overbearing, cold-hearted wealthy wench Cordelia. The gladiatorial combat scenes seriously cook: they're brutal, sweaty and bloody, the kind of splendidly staged down'n'dirty swords and battle axes a swinging fights that are quite exciting in a fiercely visceral, kick-you-in-the-guts sort of way (Pam in particular wields a mean trident). A genuine oddity from the Glorious Golden Era of the Grindhouse, "The Arena" partially succeeds on the basis of its sheer strangeness alone and largely because it's simply a very well-done consummate pro job all around.

Britain: a group of peaceful druids are carrying out a ritual when who should pop up to ruin their fun but the Romans, who proceed to kill the unarmed pagans, the only exception being blonde priestess Bodicia (Margaret Markov),who is taken captive because she is hot.

Africa: busty Nubian babe Mamawi (Pam Grier) is getting down to some groovy jungle beats when those pesky Romans turn up to ruin her fun, killing her bongo-bashing pals and taking her captive... because she is hot.

Bodicia and Mamawi are put on sale in a Roman slave market with two other unfortunates, Deidre (Lucretia Love) and Livia (Marie Louise Sinclair),who are also hot. All four are bought by flaming homosexual Priscium (Silvio Laurenzi),and put to work in the home of Timarchus (Daniele Vargas) and his wife Cornelia (Rosalba Neri),who preside over gladiatorial battles in their arena. When the crowds begin to get bored by the predictable hack-and-slash entertainment, Timarchus decides to switch things up a bit by having his slave-girls fight to the death in the arena.

A peplum-style adventure with a big dose of drive-in goodness, The Arena was produced by B-movie legend Roger Corman, while its director Steve Carver was purportedly given a helping hand by his cinematographer Aristide Massaccesi (AKA Joe D'amato),the man behind many an Italian trash classic. The Corman influence is extremely evident, from the excess of T&A, to the daft 'catfight in the kitchen' scene, to the cheesy gladiatorial battles between its sexy women, but sadly D'amato's contributions are less obvious, the sleaze quotient and level of graphic gore surprisingly low considering his reputation - a shame, because that's precisely what this film is crying out for.

As it stands, the film is a moderately entertaining piece of exploitation, but had the battle scenes been more gruesome and the sexy bits more salacious, this could have been something special indeed, especially with such stunning leads in Grier, Markov and Neri. All of the women get naked, with an early scene providing full frontal nudity, and poor Bodicia is raped by a Roman, but the whole thing still feels very restrained, especially the combat scenes, which fail to deliver the gory goods. Even 'The Beast in Heat' himself, Salvatore Baccaro, doesn't get anything memorable to do. One thing is for sure... if D'amato had had total control, there would have been a lot more to talk about.

6.5/10, rounded down to 6/10 for the extremely silly faux-feminist girl-power uprising at the end, the women gladiators somehow sneaking female archers into the arena to kill the guards, with Grier and Markov slaughtering numerous Roman soldiers with ease before escaping into the catacombs and to freedom.