Two years after her erotic thriller exploitation masterpiece Stripped to Kill (1987), writer-director Katt Shea debuted a sequel that, in many ways, might be even better than the original. Stripped to Kill II: Live Girls (1989), which turns 30 this year, retains all of the best aspects of the original: lots of stripping, a mystery slasher offing strippers left and right with gruesome efficiency, lingerie, more stripping, more lingerie and even more salacious stripping than you can shake a black lace garter belt at. Shea understood that when your movies contain the words “stripped” and “kill” in the titles, it is your moral imperative to stuff them full of stripping and killing. As in the first film, Shea once again places special emphasis on the stripping scenes as works of art. Sure, the woman all end up topless, but only after we’ve been treated to well-choreographed exotic dance routines that are as much about the art of interpretive dance as they are titillation.

Sadly, the star of the first film, Kay Lenz, does not reprise her role as a cop stripping down to catch a killer. As terrific as Lenz was, she’s not even missed here, as Shea assembles such a strong cast of actresses to bring a new crop of strippers to life — and of course for many of them to death, as well. Karen Mayo-Chandler (as the Brit, Cassandra),  Marjean Holden (as the snarky and wonderfully named Something Else), Birke Tan (as the Dazzle) and Debra Lamb (as Mantra) each bring crackling energy to the film, and not just when they’re swinging on a pole wearing thigh highs and stiletto heels. As in the first film, Shea makes the sweet and sour camaraderie between the strippers seem real, and lived in. Much of that is owed to the actresses’ natural, honest performances.

Then there’s the star of the film, Maria Ford, as the fragile bombshell Shady. Ford’s performance is one of the more devastatingly vulnerable you’re ever likely to see. Shady is cursed with (possibly psychic) heightened, surrealistic nightmares wherein she appears to be murdering her friends with a razor blade. Waking up traumatized after each fever dream, she’s shaken to her core and often times covered in blood, only to learn that whomever she dreamed about killing has actually been killed in real life. Thus the film’s central mystery: Is Shady slicing up her fellow strippers, or is someone intentionally setting her up? Ford plays Shady’s anguish and confusion with heartbreaking sorrow. It may sound like hyperbole, but it’s a tour-de-force performance, and one of the best I’ve seen from exploitation films of that era.

A cop working the case can’t seem to believe Shady’s the killer, though, likely because he’s falling madly in lust with her. As played in a memorably off-kilter performance by Eb Lottimer, Sergeant Decker is unlike most of your standard-issue policemen who usually turn up in erotic thrillers. No disrespect meant to Lottimer, but he gives off a serious low-rent Matthew McConaughey vibe. It’s not just the vaguely southern drawl and halting speech patterns, but also in the deliciously strange ways he comports himself. Decker wears his ex-wife’s coat because she left it lying around after walking out on him. When he buys a fancy new bomber jacket, he asks Shady, without a hint of irony, if she likes the shoulder pads. As cops in movies go, he certainly stands alone in his own weird little world.

To say Decker’s investigation might be compromised by his simmering physical attraction to Shady, and his overwhelming need to protect her, would be a serious understatement. To get her to talk to him about the murders, he pays for a private lap dance while on duty, which might be frowned upon by the higher ups. Decker and Shady share a steamy sex scene in the gorgeously neon-lit back alley of the strip club. It’s a moment that rivals similar scenes from other erotic thrillers of that era, for its heat and intensity.

As the nightmares and stripper murders escalate, Shady’s anxiety reaches a fever pitch, allowing Ford ample opportunity to impress. Much of what makes her so excellent in the role can even be gleaned from the poster for the film, where the vulnerability at the heart of her performance shines through in her body language (arms crossed protectively over her exposed body); her nervous, doe-eyed innocence; and the way she purses her lips slightly open, revealing both sexual desire and intense fear. In fact, the poster is a perfect representation of the film’s overriding themes of sex and death. The stripper murders can be read, by moral conservatives, as punishment for the women’s sexually provocative choice of profession.

The fact that Stripped to Kill II works so well is astonishing when you realize Shea basically threw the film together over a weekend. As the story goes, Shea got a call from producer Roger Corman on Saturday, right after she had wrapped Dance of the Damned (1989). Corman, the king of quick and dirty filmmaking, asked if she could have another film ready to start shooting by Monday! Shea and her crew proceeded to shoot several days’ worth of topless strip club footage, then cobbled together the script on the fly over the ensuing weeks of production. This backstory only further enhances the legend of Stripped to Kill II, the rare sequel that might actually be better than the original. It’s debatable, of course, but no matter what order you rank Shea’s Stripped to Kill movies, it seems clear now that they’re two of the best of their kind to come out of exploitation cinema in the late 1980s.