The Phantom Empire (1988)

Now I know what you’re thinking.

Classic Gene Autry movie serial, singing cowboys, horses, a radio show and an army of soldiers from an underground civilization — on Horseback.

But this is a Fred Olen Ray film.

So it’s horrible cave mutants ripping someone’s head off.

And that’s just the opener.

Now I’ll admit it, I don’t know that this is actually meant to be a remake or homage or reboot or whatever of Gene Autry’s Phantom Empire.  I mean, just because it has the same name and people in search of a lost underground kingdom.

Total coincidence, right?

And, even if it is a remake, we would still expect Fred Olen Ray to make a version with, well, lots of big boobs.

Which, yes, we have here.

Now that man-eating mutant had an incredibly valuable string of unpolished jewels around its neck, so the daughter of a famous scientist hires a team of adventurers to help her follow his map to a supposed treasure trove of jewels (guarded by those mutants) and possibly the lost city of R’lyeh.

Now many of you may have heard of R’lyeh as it is the lost city where Cthulhu lies dead but dreaming in the works of H.P. Lovecraft.  Now we know that it was supposed to have sunk somewhere beneath the South Pacific, so what it’s doing beneath that familiar cave in Bronson Canyon is another question.  I suspect this may be one of the few references to the 1935 film as the lost city of Murania had sunk beneath the Earth and may be a reference to the lost continent of Mu.

However, it isn’t the only Lovecraft reference as the young archaeologist who has joined them on the trip is from Miskatonic University.

And, of course, he’s also played by cult favorite Jeffrey Combs, from Reanimator.

Which was based on a series of Lovecraft tales, if you missed the connection.

However, they make an even stranger discovery: rather than helmeted soldiers on horseback, this lost world is guarded by, well…

Bikini Cavegirls.

Yes, bikini cavegirls, straight out of some old Hammer film.  With spears and fur bikinis.

Only with extra jiggle.  This is, after all, a Fred Olen Ray film.

If you missed that point, note how the cavegirl who befriends them (billed as “Cave Bunny” for goodness sakes!) not only comes with more jiggle than any of the other cavegirls, but jiggles even more when she loses her bra in a catfight and has to spend the rest of the film without it.


Ruling this underground world is the alien queen, played by Sybil Danning.  She’s tall, blonde, striking, dressed in skin-tight black leather…and she somehow crashed her alien spacecraft…

Deep in an underground cave system.

Which does explain why it isn’t working anymore.

Fortunately, she has her own vehicle to drive around in, although it’s actually a loaner as it is the “Solar Car” Dean Jeffries built for the Logan’s Run TV series.  She also has a robot guarding the caves who is played by Robbie the Robot as “himself.”

Even though he’s wearing a completely different head.

Now this may come as a spoiler, but our intrepid explorers never do reach R’lyeh, even if they do run into some uncredited stop motion dinosaurs.

This is an amiable little B-Movie, which meanders through a fairly simple — if a bit vague — story, without really going anywhere.  Nor does it ever achieve that stripped-down B-Movie platonic ideal perfection that some of Fred’s best films achieve.  It really doesn’t come as much of a shock that Fred wrote this one over the weekend when he got inspired by Bronson Canyon during the shooting of Commando Squad, or that he immediately followed that film with this one, using the same cast, or that it only took him a further six days to film it.  That’s what B-Movie makers have done since the young Roger Corman showed them how.

As a result, we’ve got a familiar bunch of B-Movie faces — including Ross Hagen, Robert Quarry and Russ Tamblyn — giving it their best, even though they know that most of the audience is just going to be watching all that jiggling.

We’ve even got Fred’s then-current wife, Dawn Wildsmith as a hard-drinking soldier of fortune — although she really doesn’t get to jiggle as much as all the other gals.

Whatever else you might say about Phantom Empire, it is a film which knows exactly why it exists:

To give us some cheap thrills.

Not to mention a lot of jiggling…

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Which this time focuses on…Mike Nesmith???

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