The Phantom Empire

....and that happens at around the 50-minute mark, when Sybil (as a character in the film exclaims, "WOW!") Danning appears, well-cast as a fighting alien queen. Up until then "The Phantom Empire" is a plodding, sleep-inducing trek, and the cannibals with Halloween masks over their faces and old rags for clothes are beneath Z-grade cinema. The sole bright spot is Michelle Bauer as a bikini-clad "cave bunny". After Danning's entrance, the viewer can at least focus on her phenomenal figure, and it's easier to forgive the unimpressive stop-motion animation effects (I think "One Million Years B.C.", from 1965, has a better dinosaur battle than the one featured here). But if you want to see something from Fred Olen Ray that looks more like a real film and less like a college project, seek out his "Cyclone" from the following year. (*1/2)

P.S.: To claim that you watched this film "for the dinosaurs" is like claiming that you watched "Jurassic Park" for the T & A.

Think of movies starring Doug McClure like 'The land that time forgot' but with acting, dialogue and special effects that are 100 times worse and you have 'The Phantom Empire'. The only plus points, there are 3, is Jeffrey Combs and Michelle Bauer going topless. Should really be a 1 star movie, but it was so terrible it made me laugh, so have given an extra 2 stars.

"The Phantom Empire" stars Ross Hagen and Dawn Wildsmith as low-rent salvage experts hired by rich girl Suzy Stokey to investigate caves that could potentially contain a windfall of jewels. With Jeffrey Combs (a paleontologist) and Robert Quarry (a mineralogist) in tow, they discover a tribe of sexy cavewomen, Robby the Robot, and B movie goddess Sybil Danning as a feisty alien queen.

Admittedly, "The Phantom Empire" is awfully slow to start, but at least director-producer-co-writer Fred Olen Ray has a sense of humor about what he does, much like his peer Jim Wynorski. The movie is VERY goofy nonsense, but it's too irreverent to dismiss outright. What helps is that scene-stealer Wildsmith has a plethora of sardonic dialogue, as well as constant unimpressed reactions to all the insane stuff the characters experience.

The movie does also benefit from the presence of Michelle Bauer, who, like Danning, is a constant welcome presence in diversions like this; here she plays a mute cave bunny who wears little and is always helping out our heroes. But the movie never really hits its stride until Sybil shows up. (About 55 minutes into the running time.) There are some mildly amusing stop-motion dinosaurs that wouldn't past muster in a Ray Harryhausen picture, but let's face it: Sybil and Michelle are the reasons why many guys will enjoy it as much as they do.

At its best, this is an agreeable update of Z-grade movies of decades past, a mash-up of "The Lost World" and "The Time Machine", with dime store versions of the Morlocks from the latter story.

Six out of 10.

Rent this picture only if you're trying to see everything Fred Ray ever made. Ms. Danning struts around in a black leather outfit with big shoulders and a cutout for her cleavage. Poor stop-frame dinosaur animation. No character development. Trite story. Skinny "cave bunnies," no titillation value. Unconvincing, pathetic troglodyte zombies.

Despite the title, not a remake of the 1935 trash classic with Gene Autry. In this Fred Olen Ray movie, an expedition enters a (very bright) dark cave and discovers cave girls including the cute Michelle Bauer, dinosaurs, cannibals, a robot firing green laser beams and, above all, the voluptuous Sybil Danning as a black leather alien queen. Now, read it slowly again. Does that make any sense? No, it doesn't, you can't even land a space ship in a cave with walls all around. Therefore, no need to argue whether it's a bad movie, since you already know the answer. This is mindless fun for a special audience, and if you like to see Sybil Danning kill a tiny stop animation dinosaur with a spear, get your copy.