"Let's recap the action so far."

"Nothing really."

"You're right, let's move on now."

  — Tom, Joel, and Tom at the halfway mark

The Movie



Cave Dwellers

It is the medieval era or maybe 17th century Bulgaria or perhaps 19th century Japan. Akronas (Charles Borromel), "the Great One", is a legendary teacher, philosopher and inventor with bad taste in jewelry and remarkably soporific manner of speech. He leads an ivory-tower existence in a huge castle with his nubile daughter Mila (Lisa Foster).

Ator (Miles O'Keeffe) is a renowned swordsman / body builder / scholar / scientist / healer / warrior whose trademarks include a well-developed fat-free physique, little pants, a resplendent mane of freshly-shampooed locks complete with adorable Samurai top-knot, leather accessories (chest straps, bracelets, belt, and leather-fringed leg warmers), a pointy little visor and the ability to fight - poorly - with two swords at once. He is a one-time disciple of Akronas and dwells in a remote castle/cave of his own "at the edge of the Earth".

Akronas has invented / discovered / ordered from The Sharper Image a new, potent power source / bright light which he has christened "the geometric nucleus". Apparently, it has many potential applications, one of which might be a weapon - or a lunchbox, it's not so clear.


Cave Dwellers

His daughter Mila becomes aware of her father getting really worried about his new acquisition and asks him what is the matter. Aware he is about to be overrun by the evil faux-Asian warlord Zor (David Brandon) and his henchmen, he decides the only person who can protect the nucleus is his former student Ator. In a long flashback he gives Mila Ator's life story, and how after killing a large puppet he moved to the eastern lands with his his mute warrior/sage/personal trainer/sidekick Thong (Kiro Wehara). As Zor enters the castle Akronas dispatches Mila to summon assistance from Ator. Mila dons her best Loverboy headband and "Plymouth Somerset hubcap" breastplate and sets off on her journey just as Zor arrives at the castle.

Eventually, Mila stumbles into Ator's castle after being ambushed with an arrow by Zor's minions. After treating her wound and conducting an identity check, Ator sets out to aid Akronas, in no particular hurry and with no visible supplies for the journey except a fabulous floor-length lavender cape, with the aid of Thong and Mila.

Zor, a whisper-thin, loquacious Snidely Whiplash-type villain with a ridiculous helmet, hairstyle and mustache is approximately as threatening as an under-caffeinated theater major with mono. He arrives at Castle Akronas and begins employing a combination of threats, flattery, sarcasm, wheedling, cajoling, magic, and halting, monotonic speech to wrest Akronas' secrets from him. With the help of his personal wizard Zandor he is able to observe Ator's movements from afar.


Cave Dwellers

As Ator and company near the castle, they encounter an assortment of foes - samurai mimes, invisible Charlie Callas assailants, behemoth velour stuffed snakes, and cannibalistic cavemen. Mila tends to get captured so that Ator can dramatically and photogenically come to her rescue. Ator also is called upon, Kurosawa-style, to save a village from marauding Huns. Meanwhile, Zor gets ever more physically abusive with the none-too-robust Akronas (he has a heart condition and has not gotten around to inventing beta blockers just yet).

At last, Ator reaches the castle and launches an assault to rescue his mentor, employing a surprising mode of attack. Of course, we know he must ultimately do battle with the treacherous Zor.

Will Ator save his wise old master's life and prevent Zor from obtaining the geometric nucleus, and with it, unlimited power?


  • The film was released in theaters as Ator the Invincible and later as Ator, the Blade Master. It received the name Cave Dwellers after it was re-edited by distributor Film Ventures International.
  • The opening and closing credits use footage from an unrelated film, the 1960 Italian fantasy film titled Taur, the Mighty (which was a common practice for FVI - see also the credits to Pod People).
  • This movie is the sequel to 1982's Ator, the Fighting Eagle, which became a RiffTrax presentation in 2017 and would be used by MST3K in Season 12 as Experiment #1206.
  • It was followed by Iron Warrior (1987) and Quest for the Mighty Sword (1990).
  • The "Ator" series was made to capitalize on the popularity of the Conan movies which starred Arnold Schwarzenegger.
  • On Friday, September 23, 2016, this movie was featured on the MST3K-esque German TV show "The Worst Movies of all Times" [1] which is co-written and co-produced by comedian Oliver Kalkofe, who also co-wrote the German dialogue for Mystery Science Theater 3000: The Movie. On the show, Kalkofe and another comedian present movies and provide commentary & pop-up text during the film in much the same style as MST3K/RiffTrax/CT.

The Episode

Host Segments


The SOL Crew in their smoking jackets

Prologue: Joel and the Bots give themselves favorite new names.

Invention Exchange (Segment One): Joel creates the smoking jacket to look cool, while the Mads engage in robotic arm wrestling (with one of the Mole People acting as referee).

Segment Two: The gang reenacts Cave Dweller 's half-screen digitized credit sequence, starring Joel as "That Mean John Saxon-Type Guy," and Tom as "The Really Dull Old Guy."

Cave Dwellers Ripoff 1

A more relevant opening sequence.

Segment Three: Joel and the Bots ponder the conventions of naming fantasy objects in low-budget films.

Segment Four: Joel shows Tom and Crow how to be a Foley artist, creating sound effects using Jell-O, hamsters, and Madame (played by Trace Beaulieu using a Punch puppet).


The final reaction to how terrible the film was

Segment Five: The Bots point out the horrible continuity problems of the movie like tire tracks in the background and a man in prehistoric times wearing sunglasses. The Mads remind them of their evilness.

Stinger: "Thong, the fish is ready!"


  • Comedy Central gave the the series a 72 episode order starting with this episode. The unusual order would cover the next 3 seasons.
  • This episode first aired the same day that Comedy Central officially went on the air.
  • Trace Beaulieu provides the voice of TV’s Madame in Segment 3.
  • The music in Segment 1 was written and arranged by Michael J. Nelson.
  • Ranked 9th in the Top 100 Episodes as chosen by backers of the Bring Back MST3K Kickstarter.
  • A larger fez-like cap that Servo wears during the opening sequence with his robe is worn by him in all of the host segments of this episode; he has his normal smaller cap during the movie scenes.
  • Dr. Forrester is not wearing his typical chartreuse glasses frames.
  • This episode aired second during Turkey Day '91, fourth during Turkey Day '13, and fourth during Turkey Day '19.



  • When Ator and his friends are fighting the three samurai warriors Joel starts to talk about sword fighting techniques but soon has a complete meltdown and can't form actual words.

Obscure References

  • "My name... Jose Jimenez." -Crow, Prologue

Crow is mimicking the long-running Bolivian character created by comedian Bill Dana for "The Steve Allen Show". He would introduce himself in this manner.

  • "Daddy? There's a man outside..." -Frank, invention exchange.

This is making a reference to a hit song by Mike Douglas from the mid-sixties called "The Men in My Little Girl's Life" from the album of the same name.

  • "Do what *I* do." -Joel, invention exchange.

This is from those old Amazing Discoveries infomercials.

  • "Enjoy it while it lasts, Astro Boy-toy!"

Astro Boy (originally known as Tetsuwan Atom), about a young robotic superhero, was one of the earliest anime to be imported to the United States.

  • "I'd shoot Donald Regan to prove my love for Lisa Foster." -Crow, during the opening credits.

A reference to John Hinckley, Jr., who attempted to assassinate then-President Ronald Reagan for reasons stemming from his own unhealthy obsession with actress Jodie Foster. Donald Regan was a Reagan administration official who resigned after clashing with First Lady Nancy Reagan over his handling of the Iran-Contra scandal.

  • "Hey! There's a monolith outside!" "Yeah everybody's evolving and stuff! It's really neat!" -Servo and Joel.

This references the beginning to Stanley Kubrick's 2001: A Space Odyssey.

  • "Hey! Grog just threw a bone into the air and it turned into a spaceship!" -Crow.

This is a reference to an animated Monty Python skit [1] [2] that was inspired by the aforementioned 2001: A Space Odyssey.

  • "...keeper of the Seven Keys of Pentuzler..."

A reference to a line spoken by Rick Moranis in Ghostbusters.

  • "Tolkien couldn't follow this plot!"

 A reference to J.R.R. Tolkien, author of the epic fantasy series The Lord of the Rings, and its extremely elaborate story.

  • "...and then he worked out on the Charismatic Soloflex of Zontar-13!"

The Soloflex was a piece of home fitness equipment that was heavily advertised on cable TV during the late 1980s and early '90s.

  • "Played here by Jimmy Carl Black of the Mothers of Invention."

The Mothers of Invention were a band formed by Mst3k crew rock favorite Frank Vincent Zappa; in which Jimmy Carl Black acted as their drummer and vocalist.

  • "Music by The Super Mario Bros."

The film's synthesized soundtrack is reminiscent of the game music from Ninentdo's Super Mario Bros.

  • "What a minute...this is the Magna Carta!"

The Magna Carta was a thirteenth century charter that limited the power of the king and gave freedom under the law to his subjects. It is considered one of England's most important historical documents.

  • "" are a child of the universe, no less than the trees..."

A quote from the Desiderata.

  • "Mother, Jugs, and Speed"

Mother, Jugs, and Speed was a 1976 comedy film starring Racquel Welch, Bill Cosby, and Harvey Keitel.

  • "You were playing a Titleist, right?"

Titleist is a popular brand of golf balls.

  • "A Mark VII production!"

Mark VII Productions, which produced TV series such as Dragnet, had a memorable bumper that depicted the words "MARK VII" being manually stamped into a metal sheet to the accompaniment of a sonorous, reverberating clang..

  • "Welcome to Death Valley Days! The driver's either missing or he's dead!" -Crow, during a shot of the desert.

Death Valley Days was a syndicated western show that Ronald Reagan once hosted. The "driver is missing or dead" line is from Episode 206 - Ring of Terror, from the Phantom Creeps short. The line is spoken in a voice-over that sounds like Ronald Reagan's voice, to which Crow responds by saying "Welcome to Death Valley Days." This riff is made in many episodes.

  • "Puma? Puma!" - Joel.

Also from 206 - Ring of Terror. 'Puma' is the name of a cat that wanders off in the movie. His owner calls for Puma with a silly inflection (py-ooma) that Joel imitates here.

  • "I'm the best-looking man in the middle ages! My, my, my!" - Crow, when the snake god/priest guy is looking into a mirror.

Crow's doing his Flip Wilson here. 

  • "It's the wango, zee tango!" -Joel, during a shot of Ator holding a sword.

A Ted Nugent song, "Wango Tango", starts out, "All right! It's zee wango, zee tango/ 1-2-3-4 /Come on boys/ Time to Wango". Ted Nugent has long wild blond hair like Ator here.

  • "Warriors, come out and PLAY-AY!!!"

This is a line from the 1979 movie The Warriors.

  • "I'll be doing the death scene from 'Camille.'"

Camille is an opera by Hamilton Forrest, first performed in 1929. The death scene is a notorious tear-jerker.

  • "The Bangles?"

The Bangles were an all-girl power pop band from Los Angeles best known for the songs "Walk Like an Egyptian" and "Manic Monday".

  • "Oh, this is the opening from 'Where Eagles Dare'!"

Where Eagles Dare was a 1968 World War II movie starring Richard Burton and Clint Eastwood.

  • "Go to bed, old man!"

From a comedy bit by comedian Dana Gould.

  • "Here's one from my old pal Melvin Laird!"

​Melvin Laird served as Secretary of Defense under Richard Nixon from 1969 to 1973. He was responsible for the strategy of withdrawing troops from Vietnam.

  • "My God, they hit Charlie McCarthy!"

Charlie McCarthy was a ventriloquist dummy used by American actor, comedian and radio performer Edgar Bergen

  • "What are you, Lucas Tanner all of a sudden?"

Lucas Tanner was an NBC drama in 1974-75, starring David Hartman as a high school English teacher.

  • "Looks like he flew into 17th Century Bulgaria, and that's Mad Ludwig's castle."

"Mad" King Ludwig lived in Bavaria, not Bulgaria, and in the 19th century, not the 17th. He did build a famous castle in the mountains -- Schloss Neuschwanstein—but the castle shown in the movie is not it.

Video Release


VHS Cover


  1. Monty Python's Flying Circus, season 3, episode 12

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