Filmmaking, by nature, is driven by creators seeking inspiration from prior works. You wouldn’t have Kill Bill without Lady Snowblood, but Lady Snowblood wouldn’t exist without yadda yadda; you get me. Or there’s the double-trouble phenomenon, like how Volcano and Dante’s Peak hit theaters nearly two months apart in 1997, or how Hell Fest and Blood Fest ran two almost identical trailers at the same time, down to festival emcees bidding attendees doomed tidings.
Homages, mimicry, and good-natured borrowing (or cheap rip-offs) will forever be a part of the filmmaking process, while concepts can easily overlap. I say that, specifically, because Paul Matthews’ Breeders (1997) (aka Deadly Instincts) goes a step above all that, to the point where its remake ties are unignorable—whether intentional or not.
As of today, the film is regarded as a loose remake of ex-pornography director Tim Kincaid’s 1986 sleaze-o-rama flick of the same name. But only a few pre-Internet interviews with Matthews made it online, and the writer-director does not claim any such intention (to my knowledge). He doesn’t deny them, either. Yet, anyone who’s seen either Breeders might have trouble believing Matthews pivoted off penning a sequel to his darling Grim to make what he dubs “a different type of alien” … that happens to reflect much of what Kincaid’s Breeders puts forth.
It’s a strange predicament. Can a movie be a remake by accident?
For this analysis, I reckon, “yes.” If only because Kincaid’s Breeders sure is begging for an upgrade in all areas … not that Matthews succeeds.
The Approach

Let’s stick with the “loose remake” mindset for the rest of this article, for argument’s sake. Kincaid’s production is authentically New York City, even filming in the same Brooklyn Bridge catacombs seen in C.H.U.D., another Big Apple sci-fi freakshow. But it’s not very accomplished. We’re talking about a movie Charles Band ultimately distanced himself from, citing Breeders as the type of “poor pickup” that killed Empire International Pictures. Matthews wouldn’t have to try hard to produce something more engaging, visually appealing, and coherently paced. And yet!
In Matthews’ Breeders, a meteorite crashes near a Boston all-girls school, unleashing not only a hulking extraterrestrial killer, but also a PVC-clad “Space Girl” (Kadamba Simmons) under the beast’s imprisonment. Art teacher Ashley Rowe (Todd Jensen) investigates the strange scene with the help of his teaching assistant-turned ill-advised fling, Louise (Samantha Womack). The monster prowls beneath the campus, using cavernous tunnels to stay out of sight, while sky-bluish crystal shards from above become a popular yet dangerous accessory that reveals the invader’s real plan: copulation.
Kincaid’s “original” is a loose concept of a sexploitation creature feature. There’s a serial rapist—an alien shapeshifter—who traps and impregnates vulnerable virgins … with plenty of gratuitous nudity (Kincaid assures proper monetary compensation for any naked persons). Actresses are asked to flail around naked on camera as the bug-eyed entity approaches, which we see up close as we would Norman Bates’ victims in Psycho.
That’s essentially the entire premise until a doctor and a detective find hypnotized women splashing spunk in an underground reptilian semen pool. (Not the grossest thing you can stumble upon in New York City, I guess?) It’s all perverse and leery in a get-your-rocks-off way, as Kincaid attempts a half-cocked examination of rape-revenge without catharsis, but does so acting as egregiously as the filth he’s trying to condemn. That, at least, is never replicated by Matthews … despite Ashley’s predatory hot-for-teacher schtick.
Does It Work?

Frankly, Breeders is one of the better use cases for a remake’s existence. Once, during an interview with Elijah Wood for the Screenlife thriller Open Windows, I asked, “What would your dream remake project be?” His response is one I think of often: “1985’s Explorers,” because, in his words, the best justification for a remake is to find something lesser known and share it with new audiences. That’s what Matthews’ Breeders feels like to me. An update on a loudly imperfect midnighter that tries to refine certain ideas and produce something more marketable and cohesive.
In that regard, Matthews does accomplish … well, part of that mission. Breeders (1997) is hardly a skin flick, despite moments of heightened arousal. Simmons might be playing a cosmic damsel in tight-fitting clothing, but she’s hardly stripped down like Kincaid might demand, given his proclivity for toplessness (and bottomlessness) as often as possible. Matthews attempts a semblance of a story that involves this Rawhead Rex-y, massive ogre of a lifeform, and the innocents who try to solve the mystery of the missing girls. Sure, it’s not very competent beyond “space rock crash, baddie stalks, shotguns save the day,” but at its most basic, it doesn’t have to be. What’s sold on the tin is delivered.
It’s a revitalization of spotlight themes, still as overt, but without the debasing of performers for the audience’s delight. Kincaid’s working title was Rapists from Outer Space, if that paints a clearer picture. Matthews tackles the same idea of women imprisoned for pregnancy purposes, this time caught in salty or snowy powdered coccoons, and does so with a harder line on action-horror elements. There are some explosive shootout sequences between gunned-up task forces and the space creature, with cheesy late-night beats replacing lewd peep-show material.
Dare I say Matthews is more about making a complete movie versus Kincaid’s fetishistic fantasy?
The Result

In no stretch is Matthews’ Breeders an awards-worthy endeavor, but it’s a step up! The British shock-salesman exhumes the bones of a tasteless and terrible affair to make something more watchable, if only because Matthews understands how to insert plot milestones into a script or hire halfway decent actors.
Don’t get me wrong, there’s a reason why RiffTrax has a downloadable audio track for this one. The Irish Sea’s Isle of Man doubles as Massachusetts, dialogue is cringy as hell, and Matthews operates on an excitement-first model that doesn’t always make sense. However, it’s got that flabbergasting MST3K quality to everything, which, brutally, Kincaid’s lacks.
Thankfully, the creature costume in Breeders (1997) is Fangoria cover-worthy. Decorated BAFTA award winner Neill Gorton and fellow Image Animation alum Steve Painter create a snarling, head-to-toe baddie that recalls seeing Stan Winston’s Pumpkinhead for the first time. Amphibian qualities bring this tactile terrorizer to life with outstanding results, far more menacing than Kincaid’s hilarious attempt to use what looks like a black leather jacket fitted with microfiber cleaning nubs and a spray-painted helmet—at least when hidden in the shadows. Matthews decimates Kincaid in the practical effects category, no matter how comically weird the latter’s scaly kiddie pool incubator looks.
Here’s the difference. Matthews’ Breeders is a bad movie, but you can have a decent time with it in the right mindset. Kincaid’s Breeders is one-note exploitation garbage that rightfully lets any rape be implied, not shown, yet fails to understand how mixed its messages become. Breeders (1997) is undeniably hammy in its own right, falling into its own strange pattern of gendered behaviors, although, in comparison, it’s a remake darling. Some might argue there’s nothing a whole lot better between Matthews’ and Kincaid’s hormonally-driven Alien riffs—I’m not one of ‘em. I’m with Mr. Band on this one, over here trying to reclaim the memory space Kincaid’s Breeders is currently wasting in my brain.
The Lesson

As a filmmaker, if you honestly believe you can turn a dumpster fire into modern art, that’s a valuable starting point. Breeders (1986) doesn’t boast a dedicated cult fanbase. It’s one of those oddities that collectors and VHS traders might cherish, but there’s no cultural imprint. For Matthews to (allegedly) take a crack at refurbishing a dusty ol’ bottom-shelf dud shows why remakes have a place in cinematic history. Breeders #1 and Breeders #2 are unavoidably tethered, yet distanced enough where Matthews could try (and fail) to make a case claiming no remake intentions.
But nah. You (eventually) named it Breeders. You know exactly what’s up.
So what did we learn?
- Remakes based on little-known titles offer the best chance of scoring a win (at the very least spreading awareness of the original).
- A heaping helping of practical effects goes a long way (especially when they’re a standout addition compared to the source material).
- Sex might sell, but it has its time and place in horror movies.
- The only downgrade here is swapping New York City for Boston. Fuggedaboudit.
The whole situation is fascinating. How many people know a single Breeders release exists, let alone two? I wish there were more archival conversations available with Matthews on Breeders, because there’s such an interesting conversation to be had about the merits of repurposing B-movies on the same level, but with suitable tweaks. It’s not like Blumhouse got a hold of Breeders’ rights and unleashed it in 3,000 theaters. Indie lunatics remaking each other’s movies puts a smile on my face … raises too many damn questions.
