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see this review as it was intended at : http : //www . jaxfilmjournal . com/cast : faye dunaway , helen slater , hart bochner , peter cook , mia farrow , marc mcclure , brenda vaccaro , peter o'toole , matt frewer written by : david odell directed by : jeannot szwarc running time : 124 minutes / 138 minutes * * * the following review contains spoilers * * * " it's just . . . the way . . . we are . " --- a rapist ( matt frewer ) responds to supergirl's ( helen slater ) query as to why she's being attacked , an example of the mind-numbingly bad dialogue in supergirl . i'll admit it . . . i love superman iii . i know it's hated amongst the superman faithful who dismiss it as nothing more than a vehicle for richard pryor , but i still think it's a worthy addition to the man of steel franchise . supergirl , a spin-off film of sorts from the series' same producers ( alexander and ilya salkind ) , doesn't even rival superman iii in terms of quality , let alone superman or superman ii . supergirl lost me from the opening scenes and went steadily downhill for the rest of its two hour plus running time . as the film begins we see the residents of argo city , a commune like place consisting of refugees from krypton which resides in " inner space " , go about their daily lives . ok . . . what ? so these are exiles from krypton , which blew up right ? were they living there before krypton exploded ? how do you get to " inner space " ? this whole " inner space " notion is never explained , particularly in terms of how these people get information from the outside world . how do they know where superman went ? how do they know he took the name clark kent and now works at the daily planet ? these kinds of things frustrate the hell out of me . argo city is kept running by a power source called the omegahedron . one day the founder of argo city , zaltar ( peter o' toole ) , gives the omegahedron to superman's cousin , kara ( helen slater ) , for use as inspiration in her art . kara uses it to create a bug-like thing which immediately crashes through the layer of " whatever " that protects the city . in the chaos , the omegahedron sails out through the opening , dooming the argonians to death . . . in three days time , or something . kara then climbs into a pod which zaltar had designed for interdimensional travel and chases after the omegahedron to save her world . the power source travels directly to earth and lands in the bowl of dip belonging to a minor-league witch named selena ( faye dunaway ) who , immediately before her dip was ruined , announced her desires to rule the world to her sometimes warlock boyfriend nigel ( peter cook ) . selena somehow knows that this ball from the sky will help her with her evil plans , and she sets out to achieve world domination . selena is unaware of course that kara has also arrived on earth , and that she's arrived as supergirl ( complete with appropriate costume ) . supergirl emerges from the bottom of a lake when she arrives . ok . . . huh ? why does the omegahedron fall from the sky but supergirl shoots out of the bottom of a lake ? attention movie : explain yourself ! i'm sorry , i can only suspend disbelief so much . i can't buy into any of this nonsense just because the movie wants me to . knowing that she needs a secret identity , supergirl basically " wills " herself into a school girl outfit ( complete with a different hairstyle ) , picks the alias linda lee and enrolls into school . she's given her dorm assignment , and who happens to be her roommate ? lois lane's sister , lucy . ok , coincidence is one thing folks , but we're getting really contrived now . what follows are some generic all-girls school hijinks . . . complete with evil bully girls ( mean for no reason , of course ) and even a shower scene ( ! ) . best moment though comes when supergirl decides to put a bra on over her school uniform and starts stuffing it with socks . at this point i'm rapidly wondering why i'm bothering with this nonsense . there is some credit to give to the film however . one lengthy and elaborate sequence featuring an " evil " bulldozer destroying a small town in search of its " prey " is very well done . also , its commendable to see genders reversed in the film , whereas the women have all the power and the men are merely objects and tools . hart bochner ( die hard ) is particularly fun as kara's love interest , a lovesick landscaper who is under a spell cast by selena ( although he is unfortunately part of one of the film's more ridiculous moments , when he has to be rescued from being tapped by some " menacing " bumper cars ) . then there were numerous little things that bothered me . the flying effects are never convincing for a moment . . . it's all too obvious that helen slater is hooked to wires . instead of having her look like she's flying , the filmmakers wanted her to be " graceful " , so she poses a lot and does ballet-type maneuvers . also , who are the first two humans to meet supergirl when she arrives on earth ? a pair of truck drivers/rapists who immediately attack her and then meet a " wacky " demise . there is also some rampant product placement in the film , most notably for popeye's , tylenol , and a&w root beer , with the latter actually putting its logo on the t-shirt of one of the rapists ( ? ! ) . finally , just one word : monsters . faye dunaway and peter o'toole ham it up unmercifully , however when o'toole overacts he's entertaining and when dunaway does it she's annoying ( her character actually says the line " seize them ! " at one point ) . dunaway's henchmen ( played by peter cook and brenda vaccaro ) fare much better , with vaccaro coming off best as the equivalent of ned beatty's otis character from the first two superman movies . helen slater effectively portrays supergirl as the innocent , naive character she's written to be , as she's able to gaze at flowers and bunnies with the right amount of genuine wonder to make it believable . believability aside though , it's still annoying . now despite all this negativity ( and i'm not alone here . . . supergirl is not a well liked nor a well respected movie in many circles ) , leave it to the good people at anchor bay entertainment to actually make people not only interested , but excited about its release on dvd ! they have released two separate editions of the film on dvd , to the delight of many people ( including myself . . . yet i'm still unclear as to why , since this movie is so awful ) . the first and most widely available dvd release features the international version of the film which runs 10 minutes longer than the print which ran in u . s . theaters . the movie is presented in its original theatrical aspect ratio of 2 . 35 : 1 , is enhanced for 16x9 televisions , and has been remastered in full thx glory . extras on the disc include : a full length audio commentary track with director jeannot szwarc and " special project consultant " scott michael bosco , the excellent 50-minute documentary from 1984 called supergirl-the making of a feature ( dig that workout montage ! ) , 5 trailers , 3 tv spots , talent bios , in-depth storyboards ( accompanied by score from the movie ) , and assorted still galleries . the transfer on this international version is incredible . . . you'd think you were watching a new release . images are sharp , colors jump off the screen , and the picture is free of scratches or artifacts . only some special effects sequences show the wear of time , and there just isn't much that can be done about that ( unless you're obsessive like george lucas ) . the new thx approved audio is loud and clear in all the right places , however you'll be hearing absurd dialogue and a mediocre jerry goldsmith score ( which is completely unrelated to john williams' classic superman theme and sounds better suited for a cannon films' golan-globus production ) . the commentary track featuring director szwarc and project consultant bosco is