A group of intrepid officers in a futuristic space army (in the year 1985) take off in their rocketship, carrying a scientist to a very important space station. On their way to the station, their ship is attacked by a mysterious beam of light that bounces around the screen and annoys our heroes with its unending, shrill tone. Eventually they are hit, and sent careening off course, crash landing on Venus. Previously thought uninhabited (not to mention uninhabitable), it turns out the planet is teaming with babes! Before you can say "space herpes" our heroes think they've really hit the jackpot.

Ah ha, but there's a catch! Turns out these ladies aren't very welcoming hosts; they brandish powerful laser weapons and imprison our manly, burly, and did I mention manly heroes at the behest of their Queen, Yllana (Laurie Mitchell). The curvy Queen hides her mask with a face, but no one knows why. The women speculate that it is because the queen is extremely beautiful, but when she tries to seduce Captain Neal Patterson (Eric Fleming) we see that her face is horribly disfigured with radiation burns. That's a much better reason to wear a mask than being really, really attractive.

Eventually, the imprisoned men are helped by a scientist named Talleah, played through a confused haze of barely-there acting by Zsa Zsa Gabor. Turns out Queen Yllana killed all the men of Venus and assumed control of the planet when the dumb men kept waging wars with other planets and causing trouble. Problem is, Yllana killed or banished all the men and now Talleah and her followers are jonesing for a little action. So they help Capt. Patterson and his men escape if they'll help overthrow Yllana and also make out with them a little. As she puts it, "We are nothing here without love!" You can imagine Capt. Patterson's response.

It continues from there. The conceit of QUEEN OF OUTER SPACE, repeated several times is that, in the eyes of the confused, late 1950s men who wrote this film, women are nothing without men to protect them, to help them, to sleep with them, and so on. And the doofy astronauts on Capt. Patterson's crew are guilty of pushing this theory throughout the film through some outrageously sexist comments. When the men and Talleah confront Yllana, she explains their revolt by remind Yllana that even though she may have a hideous disfigured face and can't get any action, the other ladies want some loving. "A woman needs a man's love! Women cannot be happy without men!" Zsa Zsa's Talleah tells her. "You're so right, babe!" one of the men responds.

Proving that the clothes may make the man, but not the movie, the crewmen in QUEEN OF OUTER SPACE wear uniforms identical to those from 1956's FORBIDDEN PLANET. Fleming, who plays the Leslie Nielsen part, even bears a very strong resemblance to Nielsen. But while FORBIDDEN PLANET was a complicated, well-made science fiction picture, QUEEN OF OUTER SPACE threatens to run off the logic rails in just about every scene. This is a society of women who despise men and all their flaws, but remain clothed in the short-skirts and high heels that men liked to see them in (even the female soldiers wear heels - which makes the scenes where they clumsily run after the men very funny). Also, someone decided it'd be a good idea for the astronauts to be on first-name basis, rather than using their ranks or last names. Instead of people asking "Capt. Patterson" for a favor, it's "Hey Neal - could you do me a favor?" It's not "Lt. Turner" who can't keep his lips off his alien lover, it's Larry ("Larry, holster those things!"). These geniuses' plan to take out Yllana involve disguising Talleah in the queen's clothes and mask and having her give the troops orders. Have you ever heard Zsa Zsa's accent? Somehow, no one notices that the Venusian queen has suddenly adopted a thick Hungarian accent.

On and on and on. QUEEN OF OUTER SPACE is both a sidesplitting ugly movie and a confused look at sexual politics by a bunch of guys who clearly feared that women were slowly taking over society. Thankfully all these space babes needed, we're told, were a few good men. As Lt. Larry says, "26 million miles from earth, and the little dolls are still the same!" Well put Larry.