So you can just take a sharp left in space...
  — Crow T. Robot

The Movie


In the year 1980 (as imagined from 1961), a military space ship is destroyed by collision with a rogue giant asteroid. U.S. astronaut Captain Frank Chapman (Dean Fredericks), blasts off from Lunar Base One to investigate. Richard Weber (from 12 to the Moon) rides along as Ray Makonen, a verbose and whimsical co-pilot.

Soon, the spacecraft is damaged by asteroids. During an EVA attempting repairs, Makonen is lost to outer space. The ship is then pulled to the surface of a giant asteroid, called Rheton, by some kind of ray.

On the surface, Chapman exits the ship, swoons, and falls to the ground. He then rapidly shrinks to a few inches in size, but his space suit is unaffected. He is then captured by the inhabitants of the asteroid (the Rhetons) and taken to their leader.

The Phantom Planet

The Rhetons, who number about fifty, are governed by Sesom (Francis X. Bushman also from 12 to the Moon). Everyone lives in dimly-lighted rooms of rough-hewn rock, with stone slabs for beds and stone tables. The Rhetons don't need to eat because, it is explained, the atmosphere takes care of their nutritional needs. Music, dancing, and art apparently do not exist in their society.

At a trial, Chapman is convicted of injuring an inhabitant of Rheton by an official (Al Jarvis). He is informed that for security reasons he will never leave Rheton, as their location must never be disclosed. He begins spending with Liara, the beautiful blonde daughter of Sesom, and the lovely mute brunette Zetha.

Rheton technology is as advanced as its accommodations are primitive. They can warp space and possess gravity and anti-gravity propulsion capable of instantly moving small planets. They also have tractor beams, force fields, "gravity curtains" and energy weapons, but they employ chalk and slates with which to write. Their main enemies are a tall and, by human standards, repulsive alien race known as the Solarite Fire People who want to acquire their Universal Gravity Control. Sesom divulges to Chapman that Rheton is slowly running out of the strong nuclear force, made worse if Rheton is hit with heat blasts.

Chapman becomes increasingly involved in Rheton matters. He finds himself attracted to Zetha, who mysteriously acquires the power of speech. Challenged by the hot-headed Herron (Tony Dexter from Fire Maidens of Outer Space), he fights the shirtless "duel of Rheton to the death". He gradually wins Sesom's complete trust, is designated as his eventual successor and begins to feel ambivalent about returning to Earth.

The Phantom Planet

Suddenly, a Solarite space armada launches a deadly attack on Rheton. Rheton is equipped with navigational controls that destroy the Solarite armada.

A Solarite prisoner then breaks out of prison and goes on a rampage.


  • The big-screen debut of Richard Kiel.
  • The nuclear explosion shown at the beginning is from the Baker detonation, part of Operation Crossroads, a pair of nuclear tests at Bikini Atoll in the South Pacific in 1946. The footage has been used in several movies, including in the final moments of Dr. Strangelove.

The Episode

Host Segments

Mike and Tom on "Good and the Beautiful"

Prologue: Crow has challenged Mike and Servo to an Andy Rooney-Off. Gypsy acts as the judge as the trio cover the subject of soups.

Segment One: Gypsy tries to announce the winner of the Rooney-Off, but Mike and the 'Bots can't stop Andy Rooney-ing long enough to hear it. Meanwhile in the middle of moving into Castle Forrester, Pearl receives her World Domination Starter Kit from Spiegel. However, it's missing its nuclear core which has been shipped separately up to the SOL by mistake. Mike is somewhat fearful of it's radiation and wants to get rid of it, but Servo and Crow get kind of attached. Bobo has trouble with Pearl's collection of liver ats.

Mike's space walk

Segment Two: Taking a cue from the movie, Mike and Tom focus their attention on the Good and the Beautiful, trying various combinations of foodstuffs as the "Good" and model-actresses as "the Beautiful" in search of the best balance between the two.

Segment Three: Mike's space-walk slips Crow's mind, as down in Castle Forrester Pearl and Brain Guy have to contend with strange and eerie sounds, but there is a somewhat less than other-worldly explanation for them.

Segment Four: Crow and Tom have taken up the glass armonica and they bravely struggle through "Twinkle Twinkle Little Star". They mistakenly believe their limited ability will still allow them to trounce Mike, but he is surprisingly good.

Mike tries playing "Twinkle Twinkle Little Star"

Closing (Segment Five): Crow is yet again inspired dress up as a character from the day's movie, this time as a Solarite. Crow comes to realize he has a problem due to the frequency that this occurs and the fact he doesn't even recall making the costume. Mike and Tom offer very passive emotional support, having become bored with Crow's shenanigans. Down in the Castle Forrester, Pearl is about to give up on being a mad scientist when a mob of frightened villagers threatening to storm the place renew her spirits, or so she thinks.

Bobo's box of "Liver Ats"

Stinger: Lt. Makonnen's line: "You know, Captain, every year of my life I grow more and more convinced that the wisest and best is to fix our attention on the good and the beautiful, if we’ll just take the time to look at it." Chapman responds "You're some guy, Makonnen".


  • The space helmet Mike wears while outside the ship is a re-purposed helmet from Photon, a once-popular, arena-based, laser tag game from the late 1980s that inspired a TV series of the same name. The same helmet prop would later be used during Mike's ladder descent during the first host segment of Werewolf.
  • Mike shows up the bots by playing Debussy's Arabesque No. 1, which is the theme to Jack Horkheimer's Star Hustler (now Star Gazer).
  • The “Teachers of America” are thanked at the end of the credits for the last time.
  • Patrick Brantseg, Peter Rudrud and Beez McKeever are the voices of the scalded villagers.

Quotes & References

  • "You know, Captain, every year of my life, I become more and more convinced that the wisest and the best is to focus our attention on the good and the beautiful, if we just take the time to look at it."

This borrows from an aphorismof the eighteenth- and nineteenth-century British clergyman Richard Cecil.

  • Crow:"Today, the moon narrowly missed hitting a man's eye like a big pizza pie." Servo: "Scientists believe that's amore."

Referring to Dean Martin's biggest hit song "That's Amore".

  • "Lipstick of the gods."

A reference to Chariots of the Gods, a book, and later documentary, that argued that ancient humans had been visited by alien explorers who they viewed as gods.

  • "I miss the earth so much, I miss my wife..."

From the song "Rocket Man" by Elton John.

  • "Rose and Valerie, screaming from the gallery!"

Lyrics from the Beatles' "Maxwell's Silver Hammer."

  • "Plastics, Benjamin."

A reference to a piece of advice that Dustin Hoffman's character Benjamin received early in the film The Graduate.

  • "I'm a loser baby."

Crow is referencing the lyrics to the song "Loser" by the musician Beck.

  • "Stupid Leech Woman!"

Liara is played by Coleen Gray, who played the titular Leech Woman in The Leech Woman.

  • "Weird.  We're in space, and I can hear you scream!"

A reference to the tag line used to promote the movie Alien: "In space, no one can hear you scream."

  • "Let's get ready to ruuuuuuuuuuumble..."

The catch phrase of ring announcer Michael Buffer.

  • "The time has come..." "The Walrus said..."

The opening lines of the poem The Walrus and the Carpenter by Lewis Carroll, from Through the Looking-Glass.

  • "Look at this guy! George Shultz is more expressive!"

George Shultz is a career public servant who was a member of the cabinets of Presidents Nixon and Reagan. He was notoriously inscrutable.

  • "The audience is hemorrhaging."

This is a play on "The audience is listening", the tagline at the end of the promotional spot for the THX sound system that is often played in movie theaters before films. The sound produced by the gravitational devices is similar to the strengthening tone used in the THX spot.

  • "I'm sorry! Now I'm deaf!!"

Perhaps unbeknownst to Mike, the actress who played Zetha (Dolores Faith) really was deaf as a child.

  • "Pat Buchanan's first day in office."

Political pundit Pat Buchanan ran for President several times, with foreign policy positions that his critics considered warmongering.

Memorable Quotes

[Over footage of an atomic bomb test]
Crow: Grandpa tried to use the microwave again.
Mike: Pat Buchanan's first day as President.
[Narrator's booming voice concluding his monologue before the story begins.]
Narrator: Yet this story you're about to witness, is only...
Servo: ...A First Draft.
Narrator: ..."The Beginning!!"
Mike: Well... that said, enjoy your crappy sci-fi movie.
Makonnen: You know, Captain, every year of my life, I grow more and more convinced that the wisest and best is to fix our attention on the good and the beautiful...
Crow [as Chapman]: Don't hit him...
Makonnen: ...if you just take the time to look at it.
Chapman: You're some guy, Makonnen.
. . .
Mike [as Makonnen]: You know, Captain...
Crow [as Chapman]: Shut up, Ray.
Chapman: You sure we're still on course?
Makonnen: Why?
Mike [As Chapman]: We're underwater...
[Makonnen and Chapman flying in space for a long time.]
Chapman: You seem pretty much at ease.
Makonnen: Well I figure it's just the same as fishing. You gotta be patient and wait...
Crow: ...Drink lots of beer!
[Chapman and Makonnen repairing the damage done to their ship.]
Crow [As Makonnen.] Um... I'm no good at this sir! I'm only good at making fruity philosophical speeches!
. . .
[Chapman has just landed his ship solo]
Mike [as Chapman] Wow, how did I manage to land without that mincing co-pilot jabbering on about the good and the beautiful?
[After losing much of his oxygen during a space walk, Frank Chapman stumbles back into the ship's cockpit in a daze.]
Servo [as Chapman, sickly]: Ohh, I'm gonna puke and it's gonna float around!
[Chapman starts having echoing auditory flashbacks to earlier parts of the movie. Mike and the bots' join the fun]
Servo: Congratulations, Ms. Astronaut, it's a boy!... boy... boy...
Mike: Wake up Frank! You wet the bed!... bed... bed...
Crow: Frank, you'll have to take third grade again!... ain... ain
Mike: Frank, this is Northwest Collection Agency. Do you value your credit rating?... rating... rating...
Crow: I'm afraid you're not 7-Eleven timber, Frank... Frank... Frank...
Servo: You're the worst party clown we ever had!... had... had...
[After shrinking out of his spacesuit and then fighting tiny people, Chapman is put on trial.]
Judge Eden: Man from Earth, you are accused of causing injury to one of our people.
Chapman: I thought I was being attacked, and I defended myself.
Servo [as Chapman]: …with courage and nudeness.
[Chapman is confused by Eden's explanation of how his ship was landed.]
Chapman: I don't understand.
Sessom: There are many things you will not understand here…
Crow [as Sessom]: …being an obvious doorknob.
[Chapman is being tried while two women stand off to the side]
Servo: Look! Rose and Valerie, screaming from the gallery!
[The judge speaks to the all-female jury, whose members stand single-file and are dressed in cheerleader-style skirts.]
Judge Eden: The jury will now vote and find you guilty or not guilty for inflicting injury on a Rheton man.
Servo [as Jury][cheering]
We find him GUILTY! GUILTY!
G-U-I-L … T-Y!
Guilty! Guilty!
G-U-I-L … T-Y!
Whoo! Yaaaay!
[Liara tells Chapman that Rheton's different atmosphere caused him to shrink.]
Liara: You see, oxygen in your atmosphere would restore you immediately to your regular size.
Crow: So people are just balloons?
Crow: You know, this is almost as good as 2001... nails driven into your eyes!
[During another flashback sequence...]
Crow: We didn't like these scenes the first time!
. . .
[The flashback includes a moment that only happened a few scenes earlier.]
Crow: No fair! You can't flash back to stuff we saw ten seconds ago!
[Lt. White, from the rescue ship, has found Chapman lying on the ground in his spacesuit.]
White: Chapman! Chapman!
Servo [as White]: You got any gum?
White: Where's Makonnen?
Chapman: He's dead. Gone.
Mike [as Chapman]: He kept yapping about beauty, so I shot him out the airlock.
[The rescue ship flies away from Rheton]
Chapman: Now they'll never believe me...
Mike [as Chapman][Unemotionally] I'll have to kill them all.

Video Release


MST3K 902 Promo

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