Cast: Nikki Sun, Neeo, Kristi Klenot, Dillion Day, Kelly "Fuckin" Wells, Alex Sanders, Adrianna Anelese, Jenner, Kathy Anderson
Length: 134:41 minutes
Date of Production: 12/22/2006
Extra's: I liked the masturbation/tease scenes by three of the ladies the best. Each got a chance to play and while they weren't as long as I would have liked, each showed their own style at pleasuring oneself. The scenes didn't last long enough to make them prime stroke fodder but they were a nice extra that seldom gets discussed by reviewers so check them out if you get the chance. Fans of Candy and Brooke might feel a bit left out in that they weren't given such scenes but sometimes there are technical reasons for this. I also appreciated the 9.5 minute long Behind the Scenes by Mike Hunt (and edited by Crawdaddy himself). There was a combination of interview footage, photogallery material, and more sex; making it quite worth checking out in my book. There was also a photogallery, a double sided DVD cover, hotshots, and trailers to a variety of shows like Pass the Creme, Ass Factor, Sick Girls Need Sick Boys, Fine Ass Bitches, Double Parked, Off The Rack.
Audio/Video Quality: What's Up Her Ass? 3 was presented in the surprisingly pleasant 1.78:1 ratio anamorphic widescreen color as shot by director David Lord for release by DVSX. The anamorphic process alone was likely enough to make this one look better on your higher end systems but the picture seemed muted and lacking in clarity; almost as if the mid 4 Mbps bitrate was not enough to convey the picture as well as it should have. There was little grain and no video noise to speak of, even if some of the scenes looked washed out (perhaps the camera settings were wrong again?). Still, the composition of the shots always seemed to enhance the look of the ladies, though there were a few moments that could've used polishing up with the editing but overall, the visuals were okay and did not make the project any less strokable for me. The audio was presented in the standard 2.0 Dolby Digital enhanced English with a 192 Kbps bitrate, with the vocals captured by the built in microphone on the camera. The vocals were hollow in most cases and struck me as the weak link of the technical chain for the production.
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Body of Review: David Lord has now been directing for awhile and while I don't always find his work to be great, it is often good enough that I try his stuff on a regular basis since he joined DVSX. His latest release is What's Up Her Ass? 3, the sequel to What's Up Her Ass? 1, where a number of women explore the wonders of anal sex at the hands of various second and third tier meat puppets. If you like relatively straightforward sex without any frills or trimmings, you might like the series from what I've seen though the standard adage that your mileage may vary surely applies here more than most places. Here's a brief look at the scenes by cast and action, noting that the only condom used was on a cucumber in one scene:
Scene One: Nikki Sun, the blonde featured on the entire right side of the front cover, was up first as she teased in her metallic silver dress. The outfit did not last long and soon she was showing her butt munch thong but it too did not stay on her as she stripped it off while rubbing herself. She then wound up on the bed masturbating, using anal beads on herself to prepare for the coming anal action as assisted by Neeo, her partner for the scene. He slowly extracted the balls and rubbed them along her crotch, moving them back in and out before she gave him head. Each did the other orally and it was mechanical but it did lead to the penetrative sex after he teased her a little, drilling her ass as he rubbed her clitoris to her delight. She did some ATM and then was far more active a ride on his cock in her pussy but even the anal warmed up once she became used to it; the gal smiling as she impaled herself soundly on his meaty member. The scene ended when he rubbed out a load to her face; hitting her in the eye but showing her to do some lovely post coital sucking as well.
Scene Two: Kristi Klenot, the brunette on the lower left hand corner of the cover with the red thong, was up next as she followed the formula and stripped out a much more conservative outfit than she was pictured on the cover in by the couch underneath the staircase. Her appealing face and large rack were nice features worthy of promotion, her all natural and lean body certainly assisting her in that manner too. She wasn't exactly innocent looking as she continued the dynamic, using a large cucumber (with a condom on it no less!) to masturbate with before she was joined by muscular Dillion Day. Her ass was thoroughly stretched and soon she was slobbing his knob wit a modicum of passion; Dillion eating the cucumber while she did so. When she took it from him and started rubbing it around his cock and balls, he took it from her shouting "it ain't going in my ass" and tossed it aside. She did more oral and a good titty fuck, then actively riding his dick in her cookie. The anal was decidedly slower and she seemed to be in pain most of the time, lowering the heat for me as she looked like she wanted to leave. Several positions of that and he tossed out a load of population pudding onto her face and neck, with some hitting her titties.
Scene Three: Kelly "Fuckin" Wells, the only gal not seen on the front cover though she was given the premium spot in the BTS feature to make up for it, was up next in the bedroom. She wore pink bikini undies and performed a slow striptease with masturbation sequence as expected, going over the top as she tends to do. The masturbation sequence showed her using a huge toy and spouting off with the nastiest vocals of the cast, telling that she needed a good ass pounding to remove her grumpy attitude of late. Her gape was large enough to fist without touching the sides of her rim with Alex Sanders taking over when given the chance. She sucked him off well enough and then gave her a technical DP with the toy and his cock, moving his cock to take her anally after he was ready to pilfer her pucker. Due to the extensive toy use, he slide right in and joked that he could have done so sideways (well, half joked) but she enjoyed him in her ass nonetheless. I got the impression that she was into him for more than just the money and cock, the couple showing some chemistry as they enthusiastically worked each other over as hard as possible. In the end, she proved to be a "cock swallowing whore" (or was it a "cum swallowing whore"?), draining his dragon dry of semen. Yum!
Scene Four: Adrianna Anelese, the curvy brunette on the upper left hand side of the front cover, was up next with Jenner on the bed. Her tease was fairly decent but too short for my tastes, leading to her actively slobbing his knob and providing him with a cock socket to drill for oral fun. She tried a few different methods on him, Jenner demanding a no hands approach until she showed she was better with some extra friction as generated by her dainty digits. He then started digging his hand and cock inside of her ass at the same time, getting too extreme, too fast for her to handle; the gal moaning like she wanted to walk off set until she caught herself and said how good it felt and that she wanted more. Her facial expression said otherwise and he did all the work until well into the scene, the gal bumping up and down on his cock before taking the load in her face at the end. If you like roast beef pussy, you'll love her but she always seemed to be holding back and displayed no chemistry with the guy at all.
Scene Five: Kathy Anderson, the beautiful blonde seen on the middle of the front cover surrounded by the other ladies, was up last and her looks, lean figure, and overall appeal was greater and sweeter than any of her peers here. Her ass alone was enough to get considering to type the review later but I stuck it out as she followed the formula and gave a fine tease session. Her black dildo used in the masturbation sequence was reasonably sized and used on her perfect pucker, the gal doing some ATM once Dillion Day took over using it on her. That led to the best hummer of the show as she seemed entranced by his rod and gave it her all. He wasted no time in plundering her pucker as hard as he could in return, the pussy getting some attention too as time permitted. It was not her best work as he was too wild to let her actively ride him (they missed the phone ringing in the background too) but at least she seemed to enthusiastically and energetically engage him unlike some of the others here. Sadly, the scene ended with him rubbing out a modest load, my taste for the gal doing it left unsatisfied once more.
Summary: What's Up Her Ass? 3 by director David Lord for release by DVSX had a lot of flaws but still provided the basic porn experience worth a rating of Rent It. The ladies were a mixed bag and often had little chemistry with their scene partners, one of the problems you run into when using lower quality men to save money. Still, What's Up Her Ass? 3, like What's Up Her Ass? 1 before it had some material many of you will enjoy stroking to so give it a look and see if you might like it better than I did.
---- You can email me with questions at Houstondon @ hotmail.com if you have any constructive criticism of the review too. :) Also you can follow me on twitter @HoustonDon