Matty gets rambling with Fred Olen Ray’s easygoing fantasy adventure. 

A chilly November night in 1986.

Fred Olen Ray was between shots during the making of Commando Squad (1987), when he stood and surveyed the film’s location. It was Bronson Canyon, a section of Griffith Park in Los Angeles often used in old westerns and vintage sci-fi flicks — the same place where cinematic luminaries as diverse as Phil Tucker, John Ford, and Roger Corman had lensed Robot Monster (1953), The Searchers (1956), and Teenage Caveman (1958), respectively.

“I bet if a guy were clever, he could make a whole movie here without ever leaving the park,” Ray pondered aloud.  

“Hey, you should do it, Fred!” came Commando Squad star Ross Hagen’s enthused reply. 

So he did.

On Commando Squad’s last day of shooting on Friday 21st November, Ray quietly approached select members of Commando Squad’s cast and crew and asked them to stay behind for a few hours after the picture wrapped and its producers went home. Utilising a still standing shack set, Ray shot five pages of script that he’d written: a small scene where a breathy, nervy geologist (played with wild-eyed abandon by Commando Squad’s Russ Tamblyn) gives a map to a pair of professional salvagers (Hagen and the former Mrs. Ray, Dawn Wildsmith) and a wealthy socialite (The Tomb (1986) and Star Slammer’s (1986) Suzy Stokey).

A day or so later, Ray watched the footage back with cinematographer and pal, Gary Graver.

“Fred, this is fabulous,” the legendary workhorse exclaimed. “It’s better than Commando Squad. We need to make this. We need to make this right now.” 

In a near instant, THE PHANTOM EMPIRE (1988) was happening. 

It was a flurry of creativity for all involved. As Graver was booked for another assignment, Ray and long-time collaborator T.L. Lankford hurriedly belted out the rest of the film’s screenplay — and following seven very quick days of prep, they were ready to go. Bankrolled on Ray’s own dime, The Phantom Empire shot for six days in and around Bronson and was in the can before the first week of December was over (well, save for some additional shooting at Vasquez Rocks that took place at the request of a potential distributor a few months later in order to pad out the film’s running time). Such frenzied gusto translates to the final product. Because as screamingly cheap as The Phantom Empire is, it’s imbued with an endearing scrappiness. It is what it is: the result of a group of mates banding together and making a movie on the fly. And that zip — that zest, that zeal, that can-do spirit — is infectious. 

As the film’s Mascot Pictures-aping title suggests, The Phantom Empire is a broad but earnestly done homage to the serials of the ‘30s. And like Ray’s previous flirtation with the form, Star Slammer, the majority of The Phantom Empire’s success rests on its cast. Vast swathes of the film involve a helluva lot of trudging — through fields, through brush and, ultimately, through Bronson Canyon’s cave network — as Hagen leads an expedition to find a lost world and its fabled treasure. And, by any conventional standard, it isn’t particularly dynamic, neither visually nor dramatically.

Undoubtedly, The Phantom Empire’s humble aesthetic and lopsided script are symptomatic of its lightning fast production. Eschewing style in favour of practicality, presumably as it was Ray’s first stab at doing something on such a short schedule (a trick the helmer would perfect with five day wonder Hollywood Chainsaw Hookers (1988), which radiates eye-tickling elan), The Phantom Empire is a basic point-and-shoot exercise. Master shots cover the bulk of the action which is, primarily, characters rabbiting on to each other. Sure, there’s shapely B-babe Sybil Danning as a buxom alien queen and a bunch of slinky cave girls. Yes, there are gloriously cheeky cameos from Forbidden Planet‘s (1956) Robby the Robot, and the land-cruiser from Logan’s Run (1977). And yeah, there’s some excellent stop-motion dino action cribbed from James Shea’s Planet of Dinosaurs (1977), and a bevy of, as Wildsmith spits, “mutant cannibal bastards” that are part Hills Have Eyes (1977), part Morlok, and all blissfully daft-looking. But, by and large, that stuff is saved for The Phantom Empire’s final third. And as a narrative, these occurrences don’t unfold; they just happen.

However, The Phantom Empire is absolutely riveting. The characters might be cartoons but they’re so joyous to behold and so richly performed by Ray’s perfectly assembled ensemble that it’s simply a pleasure to hang out with them. The eminently watchable Hagen is on full charm offensive. Wildsmith is an awesome, wise-ass toughie. Stokey is an engaging damsel in distress. Re-Animator (1985) hero Jeffrey Combs is an extremely funny geek-slash-unlikely love god (who, of course, joins Hagen’s trek from the Lovecraft-tipping “Miskatonic Institute”). Michelle Bauer drips sex appeal in her wordless but heavily physical turn. And the mighty Robert Quarry is beautifully droll as a flabbergasted professor. There’s not a weak link among them, and they all feel true to The Phantom Empire’s absurd world. None of them belittle the material — they know it’s a romp and they’re certainly having fun with it, but it’s never at the expense of the film. They’re laughing with The Phantom Empire, not at it. And, again, that kind of attitude is infectious. 

The Phantom Empire was the first Ray joint to bear his American-Independent Pictures insignia and, retrospectively, it’s interesting to see how much of it would be recycled in — or, at least, lay the template for — the helmer’s subsequent AIP quickies, specifically Evil Toons (1992) and the aforementioned Hollywood Chainsaw Hookers. There’s the impish, William Castle-esque branding as a Ray-signed card flashes up at the film’s start, claiming its events to be based on fact, and the film is packed with humour, quirk, hot chicks, knockabout action, and purposefully phoney Halloween costume FX. More than anything, though, it’s the sense of liberation that The Phantom Empire instilled in Ray that resounds. The Phantom Empire was the film that kicked Ray’s arse into gear and encouraged the director to go solo, and have AIP as an outlet for his own ‘thing’. Essentially, it lit the fuse for the conveyor belt thinking that would transform Ray from a mere director-for-hire and into a one man B-movie behemoth. As Ray told Draculina [1]:

“I was so tired of dealing with companies where you can’t get any freedom… [Every decision] had to be OK’d by committee and, most times, you didn’t get what you wanted. So I decided to risk my own money on The Phantom Empire to have my own way. Right now, in fact, American-Independent is doing so well that I don’t have to work for anyone else for the rest of the year… I’ve never made a lot of money off my films [for other people] and I think it’s about time I do so I’m going to continue making bigger budgeted pictures for companies while, on the side, produce other content that I can control.”

In the U.S., The Phantom Empire was going to be released by Charles Band’s Empire Pictures until their bankruptcy scuppered it and Band’s plans for Ray to make a couple of Empire programmers. Eventually, it arrived on tape in March 1989 from Prism, once Ray untangled a web of litigation caused by its next mooted distro, Film Ventures, trying to shaft him out of $35,000. Here in the U.K., the film hit video via Vestron in Autumn ‘88, a couple of months ahead of the U.K. cassettes of Commando Squad and Hollywood Chainsaw Hookers, in a slightly censored version. For reasons known only to their mercurial chief butcher, James Ferman, the BBFC snipped seven seconds from The Phantom Empire prior to its British bow in order for it to obtain a 15 certificate — a truly bizarre fact considering how innocuous the film is. For the record, I have no idea what the actual cuts were and I couldn’t find anything other than a few typically vague comments on the BBFC’s clunky website to corroborate them. If I were to hazard a guess, I’d say it was either the bloody neck stump used in Michael Sonye’s death (a prop left over from Re-Animator, as it happens) or the jokey written promise of a sequel at the film’s close (“Phantom Empire II: The Land Where Time Said Fuck It!”) that were the problem, both of which appear on screen for seven seconds a piece. Because, you know, rubbery gore and swearing are bad, y’all.

[1] Draculina, No. 10, February 1990, interview with Kris Gilpin