The Naked Kiss is an exceptional motion picture. However, it’s never not without its problems: it’s an astoundingly classy exploitation picture about an ex-prostitute (Constance Towers) who tries going straight, only to discover the other side of the tracks just hides their secrets in different places.

The film will also explore the lack of honor (and humanity) among thieves and just how low cops will go, all while reinforcing the cops and “moral” society as worthy and everyone else as lost. Since Kiss is a character study of Towers, one could say writer, producer, and director Fuller’s message is believe women… except it turns out most women lie. Fuller’s not subtle about the message—Towers gets at least two monologues about it, while copper Anthony Eisley gets one—though I suppose the film does technically pass the Bechdel Test. Albeit due to censoring the language.

Other side of the tracks town madam Virginia Grey has “bonbon girls,” which also gives Fuller a couple opportunities to clarify in dialogue they’re not really talking about bonbons. Once the film hits the final third—Kiss is almost equally split into thirds. The first third is about Towers arriving in a small city and becoming a nurse’s aide at the local children’s hospital. The second third is about Towers’s romance with town hero Michael Dante, which is complicated by Towers’s general past as well as her single trick in town—with copper Eisley (the film’s hero who tests out all the traveling sex workers before setting them up at Grey’s, where he visits them for bonbons, presumably). The final third is Towers in trouble, learning just because Dante and the town accepted her, they might not have done it for the right reasons.

Of course, the film opens two years before the main action, with Towers beating the crap out of her pimp (a profoundly smarmy Monte Mansfield) before revealing she’s been wearing a wig and is shaved bald. The opening titles are set over Towers calmly getting her makeup on while Mansfield wallows on the floor. Kiss is never quite as in-your-face exploitation again, but Fuller never lets the audience forget where the film started.

Fuller breaks the story into vignettes, separated by fades out, which lets him establish Towers’s new persona in town offscreen. Eisley’s initially convinced Towers is doing it as some kind of weird gag—how could a sex worker want to work with kids with terrible injuries and diseases, even though everyone at the hospital says she’s a godsend. They’re all a bunch of ladies, too; they don’t know things like Eisley. Eisley’s worlds colliding changes the direction of the film in the third act, and even though it is offscreen, too, it’s clearly momentous.

Eisley’s okay. He’s a little flat, which helps since his character’s despicable, but once it’s clear he’s fallen for Towers, there’s a nice bit of depth to his actions. Especially once he’s de facto competing with Dante, who not only saved Eisley’s life in Korea but is also a millionaire who can promise Towers the world.

Kiss is rather low budget, so the world is just film strips and stylized daydream sequences. Until the second half, when Fuller can’t stop beating the drum on how Towers is only worthwhile because she got out of the bad life and everyone else there is too vile or dumb to save, it really seems like Kiss’s low-budget is going to be its Achilles Heel. While Eisley’s just a little flat, it clearly could’ve been a bigger name. Towers, too—though she’s phenomenal, so you don’t really want to see anyone else there. But then there’s Dante. Fuller’s got a lot of character actors in the supporting roles, sometimes making the thin parts more substantial, sometimes not (though usually because of the moralizing). But Dante’s usually just plain not good. He’s never terrible, but he’s sometimes bad, and he’s never any good. Watching Towers hoist their scenes up over and over looks exhausting.

Towers and Fuller are Kiss’s big achievers. He gives her a great part, problematic as it might be, and she’s outstanding. Even when she’s got to do something silly, she makes it work. It’s a superior performance. And Fuller’s direction is singular too. He uses these smash cuts to second-person shots; the camera—sometimes Towers, sometimes not—peering into someone’s face. It’s particularly devastating with the sick kids, who have an initially adorable, then infinitely macabre musical number. However, Fuller’s careful to empathize with the kids. He’s making an exploitation picture, sure, but it’s more a melodrama, after all–a didactic one at that.

Every ten to fifteen minutes—the film runs ninety—Fuller has one visually dynamic sequence or another. There’s a phenomenal synergy to the whole thing. He amps up the melodrama either through Towers’s experience of the narrative or through masterful visceral visual scenes. Great stuff.

Fuller’s crew is excellent; Stanley Cortez’s moody black and white photography is crucial, and, outside the times they reshot something but from the exact same setup, and he couldn’t cut to match, excellent editing from Jerome Thoms. Fuller, Thoms, Cortez, and composer Paul Dunlap set Kiss’s tone fast and strong while still leaving themselves room to flex throughout.

Naked Kiss has problems—heaps and heaps—but it’s one hell of a picture. And Towers is sublime.