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|Zsa Zsa Gabor||Talleah|
|Eric Fleming||Capt. Neal Patterson|
|Dave Willock||Lt. Mike Cruze|
|Laurie Mitchell||Queen Yllana|
|Paul Birch||Prof. Konrad|
|Patrick Waltz||Lt. Larry Turner|
|Mary Ford||Venusian Girl|
|Marya Stevens||Venusian Girl|
|Laura Mason||Venusian Girl|
|Lynn Cartwright||Venusian Girl|
|Kathy Marlowe||Venusian Girl|
|Coleen Drake||Venusian Girl|
Capt. Patterson (Eric Fleming) and his space crew (Dave Willock, Patrick Waltz, and Paul Birch) crash land on Venus and are captured. They learn the planet is under the dictatorship of cruel Queen Yllana (Laurie Mitchell), a masked woman who has banished men from the planet. In the palace, the astronauts are aided by a beautiful courtier named Talleah (Zsa Zsa Gabor) and her friends (Lisa Davis, Barbara Darrow, and Marilyn Buferd). The women long for the love of men again and plot to overthrow the evil Queen. When Patterson has the opportunity to remove the Queen's mask, he discovers she has been horribly disfigured by radiation burns caused by men and their wars. In a fury, the Queen decides to destroy Earth and its warlike peoples but she dies in the attempt. The Venusians are free again to enjoy the love of men.