Valerie Rae Clark
Above, Valerie Rae Clark from her Penthouse Pictorial. Below, a scene from the
Imperial Bordello set. These scenes were shot over a 3 day period using different people and costumes, and then all spliced together for the final cut. Left to right, Susanne Saxon (bare tits), Bonnie Dee Wilson, Valerie Rae Clark (with a handful of cock), Carolyn Patsis and Lori Wagner. Thanks very much go to Lucky Fellows for helping to identify these pictures! These are stills from the actual shoot!
Left to right, Carolyn Patsis, Valerie Rae Clark, Lucky Fellows, and the knob-gobbler herself, Anneka di Lorenzo.
Very top left and to the right, Bonnie Dee Wilson, Henrietta Kellog, Jane Hargrave (being eaten), Juliet Morris (Very Top), Valerie Rae Clark (Bare ass), and Lori Wagner.
Mystery solved! Valerie Rae Clark goes for the gold while Anneka watches, and Lucky Fellows earns his name! A very famous movie moment!
Valerie Rae Clark was born on July 22nd 1955 in Santa Clara, CA. She appeared on the Gong Show in 1976, singing in a pink dress, and was Gonged by Arte Shaw! By the time she came to Penthouse in 1976, she was a stripper. (She had studied dance though through a burlesque choreographer named George. (1929-1998)

Valerie came to Penthouse through the photographer, Richard Romero. Richard and his wife left Brazil and came to Penthouse's West Coast office hoping to be able to shoot for them. Penthouse were impressed with his portfolio, but told him he would have to find his own model since he was not one of thier regulars.

Richard worked in a photo processing center to make ends meet, and he asked one of his regular clients, a "B" movie director, about any girls he might know of who would model nude. The director gave him Valerie's name, as she had just appeared as a nude extra in a film he shot that year.

So in mid 1976, Richard and Valerie did the photo shoot. Valerie wore her own clothes, and did her own hair and make-up. They used an antique shop on Santa Monica Blvd in Los Angeles as thier location, people who peeked in the shop windows got a surprise!

Richard submitted the photos to Penthouse, but they stalled for several months. In the mean time, Richard ran out of money, and had to return to Brazil. Penthouse said they liked Valerie, but not the photo's Richard shot, so they set her up with Earl Miller. When Valerie came to Penthouse in '76, Bob's eldest daughter Toni was in charge of the West Coast Office. Most of the Pets came from California, as the East Coast girls could work as serious models in the fashion world.

The Earl Miller shoot had a big budget, locations, assistants, the whole nine yards. Very different from Richard's shoot. Bob wasn't impressed with Earl's pictures either, so in the end Earl's picture ended up on the cover, and Richard's pictorial was inside, of the May 1977 issue. Valerie would not get paid her $3,000 until the pictures were published.

As she was a Penthouse Pet now (Fall 1976), Valerie did promotional work to make her money, signing autographs and modeling. She also played on the Penthouse Pets baseball team and Pet Conventions.

In January of 1977 Valerie was asked to fly to Rome to appear in the Orgy sequence of Caligula.  Toni Guccione was straight with Valerie, and told her it would be hard core. Some of the other girls were not given the low down. The girls all met at the West Coast Office, had champagne, and then flew to Rome. Helen Lang was Valerie's room mate, until Helen found out what she had to do. When Bob failed to re-assure her, Helen left Rome. Valerie was excited, but many of the girls were upset. However they did it to further thier career's. Suzanne Saxon (1956-2006) became Valerie's room-mate after Helen left. Suzanne was a down to earth person.

Valerie was paid Screen Actors Guild scale pay rates, which was $300 a day for the three days. She got more money for just posing nude! She remembers Lucky Fellows quite well, as he was the Italian extra who was always "up" to the job!

After shooting Caligula, Valerie returned to Los Angeles. In April 1977 her centerfold came out, and she stripped for a month at a Las Vegas club using Caligula for promotion. In October 1977, after a year of stripping, Valerie returned to Hollywood, looking for a new direction. She was tired of stripping.

She got an agent, and began nude modeling, working every day for 3 months shooting hundreds of pictures. These pictures have ended up in all kinds of places. Valerie says she tried to buy a copy of every magazine she was in. In December 1977 Suze Randall of Hustler invited Valerie to pose for her. Hustler didn't like the pictures, so Suze bought them from the Flints, and sold them to Penthouse, who used them almost 6 years later, in August 1983!

However, Valerie did appear in Hustler. She was in the first issue after Larry Flint converted to religion, the July 1978 issue. The pictures were by Suze, with make-up
by Debbie Tate, the sister of the late Sharon. Between the two Hustler shoots, probably towards the end of 1977, Valerie appeared in two 8 MM films, one (Artists and Models Ball) was with John C. Holmes and Candy Samples. Each film was about 14 minutes long. These films also ended up as film loops intended for "peep shows". Stills from these films show Valerie giving John a blow job. She was billed as Lucious Valerie in the promotion, but billed as Valerie Clark in the credits. The other film was called Jolene 'Gets Her Jollies,' and was made to coincide with her then new photo shoot in Club Magazine. The first film was made available in 1983 under the name of John Holmes and the All Star Sex Queens.

In November 1977 Valerie married to George. He wanted her to get out of the skin trade, and into legitimate films. He deliberately ruined her chances in porn so she could have a normal life.

In 1978, Valerie made "Deathsport". Deathsport featured David Carridine as a good guy, and Valerie Rae as a nude dancer. She was also in "Bare Knuckles", playing a hooker who gets killed. She is topless in this movie. Also in 1978 she appeared with teen idol Leif Garrett in the movie "Skateboard", playing "Miss Downhill Invitational". These movies still play on late night TV.

In November of 1978 Valerie realized she was an alcoholic, and she joined AA. She decided to quit the entertainment business to get control back in her life. When Caligula came to the big screen in Feb 1980, Valerie was one of the people who paid $7.50 to see it. The theatre in Hollywood was packed, unfortunately it was mostly packed with gays!

Valerie had alot of scenes within the orgy. She was being eaten while in a swing, she was seen kissing Carolyn Patsis, being fingered from behind by Lucky, and then sharing a blow-job with Anneka on Lucky, as well as chasing the midget and sucking him once he's pinned down. Valerie was encouraged to drink on the set, and as a result became very uninhibited!

In 1980 Valerie was featured in the Girls of Penthouse, Vol 3 Book. In 1981 she was also featured in the Girls of Caligula book. Valerie Rae returned to the pages of Penthouse in the August 1983 issue.
This pictorial is called "Reprise", and starts at page 109 in the August 1983 Penthouse. The commentary only talks about what she has done, and not what she is doing. It states that she debuted in Penthouse as a May 1977 Centerfold, then in 1979 appeared in the film Caligula, and in 1981 was in "The Girls of Caligula Book". The pictorial was shot in Dec 1977 by Suze Randall of Hustler fame.
Valerie's Biography
Valerie says she has no regrets about doing "Caligula", it was part of the adventure known as life! She is now a teacher, and a mother to boot! Thanks so much Valerie for your insight and thoughts on the movie!

The East Coast Girls (New York)
Lori, Anneka, Jane, Bonnie, Carolyn, and Henrietta

The West Coast Girls (Los Angeles)
Valerie, Julie, Signe, Helen, Susanne, and Melanie
Stills from "Artists and Models Ball" were used in magazines and promotional stills. Valerie says that in 1977 she was in pretty well every mens magazine imaginable. The real crime is that she barely made any money from all of this!
Valerie and eleven other Penthouse Pets (including Jeri Lee and Victoria Johnson) were featured in an episode of the The Redd Foxx Comedy Hour which ran from Sept 15th 1977 to Jan 26th 1978. (Thursdays at 10 PM) The episode the girls were in was shot in Dec 1977, and featured Redd playing a Cheesecake Photographer. The 12 girls were clad in bikini's, and Valerie's lines were, "Hi, I'm Valerie, the Merry Minx of May", which was actually the title of her pictorial in May 1977. The Carol Brunette show was taping next door to the Redd Foxx show, and a joke was played on her when several Pets were hiding behind a door Carol had to open. Both shows were filming at the CBS studios. Jeri Lee is looking for a copy of this episode if anyone out there knows how to get a copy.
Valerie's show biz career began with the Gong Show in 1976. The 21 year old was gonged by Artie Shaw. I will have more about her experience soon.