commentary by Judy Harris

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Flash Gordon Larry (Buster) Crabbe
Dale Arden Jean Rogers
Ming the Merciless Charles Middleton
Azura, Queen of MagicBeatrice Roberts
Dr. Zarkov Frank Shannon
Happy Hapgood Donald Kerr
Prince Barin Richard Alexander
Clay King Montague Shaw
Tarnak Wheeler Oakman
Toran Anthony Warde
Stratosled PilotJack Mulhall
Pilot CaptainKane Richmond
Airdrome CaptainKenneth Duncan
ZandarWarner Richmond
Death Squadron CommanderLane Chandler
Stratosled Co-PilotBen Lewis
High PriestJimmy Eagles
TalgonEddie Kaye
General RankinEdward Stanley
Professor DuNordHooper Atchley
Professor RichterJames Blaine
Lab WorkerStanley Price
RamaThomas Carr
Script: Wyndham Gittens, Norman S. Hall, Ray Trampe and Herbert Dalmas

Directed by: Ford Beebe and Robert Hill

Obviously, the first FLASH GORDON (1936) serial was sufficiently successful that Universal decided to make this 1938 followup.

As enjoyable as the first 13-chapters were, this 15-chapter opus is by far my favorite and I am not alone in feeling it is superior, making it one of the few film sequels to surpass the original.

As with the original, some of my favorite guilty pleasures are its innocence - its scientific naivete. But this time around, instead of the "monster of the week" that Flash had to grapple with in the original, the sequel is less episodic with more of a developing story, although during the last several chapters, it does run out of steam and seems a bit padded.

The Clay People make, first, good antagonists and, later, worthy allies, although their makeup and costumes are far from imaginative. There is just something simultaneously creepy and sad about them, and they made an indelible impression on me when I first saw this serial as a child on TV in the early 1950's.

The music featured is pretty much identical to that in the first serial but it seems to play a more important role, coming up louder at times of dramatic tension or during action scenes. (In addition to the music of Liszt and earlier Universal films, music from BOMBAY MAIL (1934), THE BLACK CAT (1934), BRIDE OF FRANKENSTEIN (1935), SUTTER'S GOLD (1936), DRACULA'S DAUGHTER (1936), DESTINATION UNKNOWN (1933) and Alexandre Iljinsky's ORGY OF THE SPIRITS was used.)  On the whole, this follow-up seems better photographed and directed than the first one, and this in all probability can be credited to co-director Ford Beebe who was a prolific director of B pictures and serials for Mascot, Columbia and Republic, including the BUCK ROGERS (1939) serial which also starred Buster Crabbe.

Even the way the background summary of the previous chapter is presented at the beginning of each new episode is better - much more integrated into the spirit of the adventure and faithful to FLASH GORDON's comic strip origins.

I also get a lot of pleasure out of the buzzwords for Martian devices, such as stratosled, nitron gun, and metron (as a measurement: Tarnak realigns the nitron gun 3 metrons to aim it at Flash's stratosled).

Among the ways this sequel betters the original is that Flash and Zarkov are much more proactive instead of being at the mercy of circumstances as they were in the original.

I hate to repeat myself from my commentary on the 1936 FLASH GORDON, but certainly these serials are superior to a lot of TV shows and movies produced today in the amount of plot they jam into these 20-minute segments - the pace is really brisk and the amount of information conveyed in brief sound bites is pretty impressive.

In my commentary on the first FLASH GORDON serial, I enumerated several ways in which it lacked political correctness, one of which being Dale was pretty much a pawn and used as chattel, up for grabs as the prize for whichever male had the upper hand. It is pleasing to report that this time around Dale is not quite the shrinking violet she was in the 1936 serial and, in fact, is still very much a single woman and not the wife and possession of Flash that the ending of the first serial would lead you to believe. Although she still regularly faints, I'm afraid.

If anything, Flash is more heroic than ever in this adventure. Last time he was basically game to fight anything up to and including a tiger which he strangled with his bare hands, and remained cheerful despite overwhelming odds. Although the script mentions it only in passing, Flash starts out as a mere polo player, but along the way he learns to fly rocketships and 2-seater airplanes; parachutes; fight with swords, knives and guns (including ray guns); he is such an accurate shot he can hit a man in a moving airship while shooting through a porthole of an airship moving in a different direction! He's clearheaded and decisive in the face of adversity and exactly the guy you'd want on your side in a tight spot. Buster Crabbe also seems to have grown in confidence as an actor in the intervening years; in the first serial he was more of a stunt man, battling the monster of the week; this time, he is shown to be quick witted and able to talk his way out of a tight spot, as an adjunct to his bravery.

This serial had a smaller budget than the first one ($350,000 versus $750,000, according to the DVD FLASH GORDON:   SPACE SOLDIERS). Despite this, the sets are larger, particularly Azura's throne room and laboratory, which are far more elaborate than Ming's on Mongo. The production design must have been wonderful in person, but even in black and white, there are some interesting touches, such as the doors in Azura's palace which have no straight lines, but mesh through undulating curves and are opened and closed by turning a wheel, like a hatchway in a submarine. The stratosleds are also much roomier inside than the first serial's rocketships.

By the way, in the version of this serial I have on tape the title is actually FLASH GORDON: SPACE SOLDIER'S TRIP TO MARS, which was probably a retitling when the serial was reissued at some point. It was also re-edited and re-released as a feature under the titles THE DEADLY RAY FROM MARS and MARS ATTACKS THE WORLD, in the wake of the notariety of Orson Welles' WAR OF THE WORLD radio broadcast. In 1976 an LP of the soundtrack of this serial was issued on Pelican Records (whose address at the time was P.O. Box 34732, Los Angeles, CA 90034).


The action takes up right where the last episode of the 1936 serial ended. Over stock footage of cheering crowds, newspaper headlines and tickertape parades, the world celebrates the return of Flash, Dale and Dr. Zarkov from their previous adventures on Mongo. Coincidentally, we learn for the first time Zarkov's first name is Alexis.

In fact, the scene of their rocketship getting ready to land is one of my favorite guilty pleasures (amazingly, the ship is never given a name, so it's hard to anthropomorphize it, like the Enterprise of STAR TREK or the Terra V from SPACE PATROL).  Dale is unaccountably dark haired and wearing a much more demure outfit than the bare midriff number in which we last saw her.  (According to an interview with Buster Crabbe in FILMFAX #79, her hair was dark because Jean Rogers was working on another movie at the same time.)  She asks where Zarkov thinks the ship will land, and he replies with a certain amount of fervor he hopes it will be a large open space (this from the guy who consistently lands on Mongo in the middle of a pile of rocks!). Flash grins and disarmingly says "Anywhere but the ocean." Boy, I LOVE that line!

In fact, they land in someone's melon patch, which they find reassuring because it means they are in the good old USA.

On Mars, Ming and Azura transport two men to Earth who plant a device and die. (Wow, and you thought Gene Roddenberry or George Langelaan [who wrote the short story published in PLAYBOY around 1957 on which the film THE FLY was based] invented the matter transporter!) Ming is dressed much as he was in the original serial but now his bald dome is covered with a tight dark cap that comes to a point over his forehead; his beard is parted and ends in two little twisty plaits (I believe his beard looked like this in the original serial but the costume he wore was so dark, the beard blended in and this detail was lost); overall he has a far more Satanic look than in the previous serial. Azura looks a little too contemporary with her demure crown, tight fitting gown and 1930s hair style. The extreme eyebrow makeup of Priscilla Lane has no equivalent in this serial (except in Azura's Death Squadron, who have Spock-like elongated eyebrows).

The device the Martians planted begins to emit a gas and we then see a montage of disaster footage - buildings collapse, floods, hurricanes, all due to mysterious atmospheric disturbances.

Happy Hapgood, a reporter/photographer for THE DISPATCH, decides to track down Zarkov to see what he has to say about the world's latest crisis. When he goes to the apartment that Zarkov shares with Flash (!), he discovers they aren't there and uses a subterfuge to find out their phone number (ELM 6834).

Flash and Zarkov are up in a 2-seater plane where Zarkov is taking infrared photographs. Their instruments die due to the atmospheric disturbances and Flash climbs out on the wing to fix a strut, but it's no use, and they have to bail out. Luckily they land practically in their own back yard, as Dale comes running out just as Happy pops up to take their photograph. When Happy doesn't take the hint they don't want to be bothered with reporters, Flash leaves him stuck to a barbed wire fence.

Zarkov develops his photos and discovers a light beam he claims is coming from Mongo. He vows to return there to save the Earth and, naturally, Flash and Dale insist on accompanying him. For the journey, Dale wears a sensible suit, while Flash and Zarkov are decked out in leather jackets. Unfortunately, Happy stows away, not realizing the ship is about to take off.

Although all the action takes place on Mars, unaccountably, the matte painting/miniature of the exterior of Ming's Palace high atop a mountain on Mongo is shown (probably just thrift and not to confuse anyone who has seen the first serial which, after all, was 2 years previously. Similarly, some miniatures of Queen Azura's palace and environs look suspiciously like the undersea Shark Palace of King Kala with a bunch of tube-like buildings jammed very close together; while a completely different miniature for scenes of stratosleds landing or taking off shows totally different buildings widely spaced apart).

On Mars, Queen Azura metes out punishment to an unlucky rebel caught trying to destroy the nitron lamp, which she needs for her war against the Clay People. Touching a large white sapphire she wears as a pendant, she transforms the transgressor into a Clay Man and banishes him to the Clay caves. This is our first sight of a Clay person and there's really nothing too imaginative in the makeup - just a prison garb kind of suit and bland makeup on the actor's face and hands which hides his features. The Clay Man disappears in a puff of smoke and then Azura touches the jewel again and she disappears as well, only to reappear in her lab. The device on Earth is extracting nitron, and she wonders why it is still running when they have a large enough supply. She's told Ming gave orders to keep the beam burning. Just then a fire box flames up, but Ming walks through the flames and resets the controls, extinguishing the fire.

This is apparently the only explanation fans familiar with the first serial will get of how Ming survived. In the last chapter of the 1936 serial, Ming walks into the Sacred Palace of the Great God Tao "from which there is no return". Presumably he has somehow acquired immunity to flames and survived the fiery fate for which the Palace of Tao is famed. At any rate, Ming rails against Flash and Zarkov, vowing to destroy the Earth.

En route to Mongo, Zarkov realizes he's made a mistake and the beam is actually coming from Mars, so he changes course; he's having trouble maneuvering and, unfortunately, the rocketship enters the path of the nitron beam and starts to plummet in the serial's first cliffhanger.


One of the reasons this is my favorite serial of all time (not that I've seen them all) is the really imaginative way the summary of the previous chapter's plot is presented at the beginning of each new episode. Instead of just a crawl of text across the screen, one of Azura's guards, in the wonderful (uncredited) costume that just looks so great - the cape, the bib with the oversized studs, and the helmet with the lightning bolts on it - stands at the controls of a large screen. On the screen itself, we see drawings highlighting the action of last week's chapter, with captions exactly the way they are in comic strips. For all I know, Alex Raymond, the cartoonist who created FLASH GORDON, drew these himself. Not only that but also these drawings reproduce actual scenes from earlier chapters, incorporating the wonderful matte paintings that make several of the sets look much higher than they really are. These drawings are just the icing on the cake, as far as I'm concerned.

Spinning out of control the rocketship falls out of the path of the beam. On a televisor (similar to the spaceograph of the first FLASH GORDON serial, this is a large monitor that can be tuned in to virtually anywhere for eavesdropping or two way communication), Ming sees the rocket ship. The televisor operator estimates it will land in the Valley of Desolation, so Ming orders up a stratosled (the Mars version of a rocketship).

A hunk of Zarkov's rocketship has unluckily landed in Azura's courtyard, so Ming realizes Flash is on Mars. Azura and Ming take off in a stratosled along with a contingent of guards.

Zarkov's ship crashes in the Valley of Desolation; everyone emerges unhurt, but the ship is a goner; they are stranded on Mars. Seeing the approach of the stratosled, Flash and friends hide behind some rocks.

The stratosled lands, and Ming and some of the guards set off to hunt for Flash, who sneaks up on the remaining guards outside Azura's ship, managing to disarm all 3 of them before they engage in a struggle. The noise alerts Azura who signals Ming with a reflector.

Flash enters the stratosled, briefly meeting Azura, who disappears in a puff of smoke, much to Flash's surprise. He orders one of her guards to take off and pick up Dale, Zarkov and Happy. Flash tells Zarkov and Dale Ming is alive.

Airborne in the stratosled, Flash and the Martian pilot scuffle; the pilot jumps out of the stratosled through a handy door and, using his cape, he glides to the ground. Zarkov takes over the controls and they head toward the nitron lamp to destroy it but are intercepted by Azura's fleet. Using a pistol, Flashes fires through a handy porthole and hits a pilot inside a passing stratosled (!), whose craft plummets and crashes, but the rest of the fleet disable Zarkov's ship.

Their stratosled crippled, Zarkov looks for a safe place to land, while Azura's flight captain reports on the televisor that Flash and his friend are about to cross the border to the land of the Clay People, which means certain death. Nevertheless, Azura orders her flight captain to follow.

Flash, Dale, Zarkov and Happy enter a cave and Flash uses the Martian nitron gun to block the entrance so the pursuing Martians can't follow. Suddenly Dale faints (what a surprise). She comes to immediately and tells Flash the clay in the wall came to life and turned into a man.

Just then, several Clay People emerge from the wall to a suitably creepy musical theme (from BRIDE OF FRANKENSTEIN). Although this is just a simple double exposure, it is still quite an interesting effect, even seeing it as an adult after repeated viewings; I'm sure the music has a lot to do with its impact. Dale faints again, and Flash carries her as they retreat deeper into the caves. Happy fires at the Clay People, who just mime laughter. This is sort of a ludicrous scene, as if Flash and his friends are being chased by a bunch of mimes, and the cynic in me feels there is no sound in this sequence because all of the Clay People in this scene were surely low paid day players who would have to be paid more money if they had speaking parts.

Flash and friends dash into a cavern but a panel slides down, blocking their exit as stalactites descend, threatening to both puncture and crush our heroes for this chapter's cliffhanger.


With the nitron gun, Flash blasts the panel blocking their exit and they escape from the descending stalactites. The pursuing airmen from Queen Azura's Death Squadron enter the cave where the Clay People sneak up on them and steal their weapons. Likewise, the Clay People steal the nitron gun and pistol from Flash's party. The Death Squadron waylays Flash and company and a melee ensues, but no sooner is Flash victorious then one by one he and his companions are knocked out by some fumes.

When they awake, they are dressed in Martian garb and are in the throne room of the Clay King. Flash explains what the Earth people are doing on Mars. The Clay King says he has dressed Flash and his friends in the uniform of Azura's Death Squadron because he wants Flash to bring Azura to the Clay caves where she will be forced to reverse her magic spell and turn the Clay People back into their human forms. As incentive, Dale will be held hostage. The Clay King reveals the secret of Azura's magic to be a jewel she wears. Having little choice, Flash and Zarkov set off, leaving Happy to keep Dale company.

Flash and Zarkov are observed by a guard entering a stratosled. He takes off in another stratosled and they engage in an aerial battle. Flash bombs his stratosled, which crashes but not before the pilot attempts to communicate with Azura's palace. That communications officer then tries to contact Flash's stratosled, but Zarkov, thinking quickly, has Flash turn off the televisor.

When their stratosled lands, Flash pretends to be a member of the Death Squadron with Zarkov as his prisoner. He demands an audience with Queen Azura. Flash makes a Martian guard come long, pretending he needs him to watch Zarkov, but really needing him to show the way to the throne room.

The guard fiddles with some controls to activate a light bridge. This is literally a beam of light, narrow and thin like a plank on a pirate slip, which bridges two turrets. It is used in a scene where the background is mainly a matte painting, and this simple device is another one of my guilty pleasures about this serial. Ming hears about the Earth man prisoner thanks to his spy Tarnak, and heads to the throne room also.

In the throne room, Flash tells Azura a cock and bull story that allows him to get close enough to her to grab the white sapphire. Zarkov locks up the courtiers, and then Flash, Zarkov and Azura head back over the light bridge toward the stratosled.

Ming has observed this from nearby and now hurries to the lab, ordering Tarnak to power up the Oscillator to destroy the landing tower. Azura sees what is happening and warns Flash, but he's so sure her people would not harm their Queen that he continues. However, Ming has no such qualms and the landing tower collapses, raining debris down on Flash, Zarkov and Azura as this chapter's cliffhanger.


Flash grabs Azura and using a heavy coil from the disintegrating turret, he swings her down to safety. Watching on the televisor, Ming orders the Oscillator turned off. When Flash heads back to heave a girder off the fallen Zarkov, Azura ungratefully blows some powder at Flash and Zarkov from a secret chamber in her ring, knocking them out. She then reclaims her magic white sapphire.

Back in the throne room, Ming argues Azura should kill the Earthmen. When he uses the argument that their alliance with the Clay People is treason, she agrees. Ming leads Flash and Zarkov to the nitron lamp, forcing them to climb a ladder to its lethal fumes. Flash grabs a gun from a guard and starts shooting, forcing Ming and his minions to hide; Flash maneuvers himself behind Ming, taking him hostage and forcing Ming to take him and Zarkov to the lab, where Ming uses the televisor to show Flash the nitron being loaded onto a bomber to attack the Clay People.

A fire breaks out in the lab and Ming again walks through the flames and escapes, as Flash and Zarkov look on in amazement, realizing this is how Ming tricked them on Mongo, when they believed him dead. They see the bomber take off and, stealing a stratosled, fly off after it to prevent it from bombing the Clay Caves.

In the Clay Caves, Dale and Happy think they're alone, but the Clay People magically emerge from the very walls. The Clay King declares Flash has betrayed the Clay People to Queen Azura; in retaliation, he has Happy and Dale chained to the mouth of the cave, so they will be the first ones killed in the anticipated bombing.

The Death Squadron starts to bomb the caves as the stratosled with Flash and Zarkov draws abreast. Flash tries to attack the bomber, but it is covered by a protective metal and his electrogun has no effect. Seeing Dale and Happy at the mouth of the cave, Flash has Zarkov bail out, using the Death Squadron cape as wings, and aims the stratosled in a power drive directly into the bomber. Just as the two ships collide in an explosion and before he can bail out himself, Flash finds the door jammed for this chapter's cliffhanger.


Why this episode is titled THE BOOMERANG eluded me for years, but Tom Jacobs came across this webpage and suggested that it has to do with the paralyzer ray Zarkov creates as a weapon which accidentally is turned against Flash at the cliffhanger.

Last week's cliffhanger was one of those cheats, because this week's recap shows Flash shooting open the jammed door and leaping to safety seconds before the two ships collide. Using his Martian flying cape, he lands near Zarkov and they enter the Clay caves. En route to the throne room, they see a sort of subway station (which by Chapter 8 we'll finally discover is called the vacuum tube), guarded by a single Clay man. Two Clay men arrive in a glass enclosed car to report to the King the Earthmen have escaped from Queen Azura.

Flash and Zarkov eavesdrop at a handy window above the throne room and hear the Clay King declare that Flash better bring Azura to the Clay caves quickly because in another day, Dale and Happy will be changed to clay as well.

Since there is no way to fight the Clay people, Flash and Zarkov head back to the vacuum tube. Flash tosses a rock to decoy the guard away, while he and Zarkov hop into the glass enclosed car. This is just a wonderful, almost Victorian design; the front and back of it come to a point for no reason whatsoever and there is no sign of any controls or propulsion unit.

The car stops at another underground cavern which turns out to be directly beneath Ming's lab in Azura's palace, where Flash and Zarkov hope to steal some nitron to force the Clay King to release his hostages.

Tarnak spots them and runs to the televisor; a fight breaks out and, even though they're outnumbered, Flash and Zarkov overcome the opposition. Flash stashes all the unconscious losers in a handy closet, while Tarnak shows Zarkov the small amount of nitron that's left.

It's not enough to use against the Clay People and Flash and Zarkov take a moment to appreciate the irony that they're finally in a position to destroy the nitron lamp but now they actually must keep it operating in order to produce more nitron for them to use against the Clay People to free Dale and Happy.

Zarkov puts the beaker of nitron into Flash's hands and asks if he can feel a tingly sensation, which Flash does. With a straight face, Zarkov informs Flash, "That's radioactivity". (This is another one of my very favorite lines.)

As Ming and Azura watch on the televisor, Zarkov declares his intention to turn the nitron into a radioactive light ray. Discovering and creating useful rays is one of Zarkov's great talents, as anyone who has seen the original FLASH GORDON serial will attest.

Ming gives an order to surround the powerhouse. A telltale noise makes Flash and Zarkov realize they have been overheard on the televisor. Leaving Zarkov to work on his ray, Flash exits the lab and, spotting Ming's guards, he whistles to them. They chase him into a room, where he jumps onto a high window ledge. When they follow, he tosses drapes on them and then jumps out the window, locking them in the room. (Apparently they aren't as agile as Flash and never think to try to get out of the window themselves. Also, it's rather odd the room can't be unlocked from inside, but why quibble - maybe that's the way they do things on Mars.)

All this has taken less than 5 minutes yet, by the time Flash has returned to the lab, Zarkov has not only found the correct ray he was looking for, but also he's somehow created a gun that can direct it! Meantime, Ming has freed the guards and Azura, already knowing about Zarkov's invention, tells them to be careful not to destroy it.

Zarkov wishes to test the gun and Flash volunteers, over Zarkov's protest. Just as Ming enters the lab, Zarkov tests the ray and Flash is completely paralyzed. The guards grab Zarkov and the gun, but he lies and says the nitron will cause an explosion if the gun isn't turned off.  Ming allows him to shut off the gun, which releases Flash, who is smart enough to stay still for a beat, pretending to still be paralyzed. Once again a fight breaks out; Flash grabs the gun and paralyzes everyone, except Azura who disappears in a puff of smoke.

Flash and Zarkov are unable to return to the tunnel leading to the vacuum tube because Azura has released a poison gas which, luckily, Zarkov recognizes. They flee to the Valley of Desolation (which must be mighty close although it was a stratosled ride away in Chapter 2), as Azura orders a bomber to take off after them.

The bomber shoots at them, wounding Zarkov. As Flash goes to help him, he walks into the path of the paralyzer ray, which has accidentally been turned on when he laid the gun on a rock. It looks like curtains for Flash and Zarkov as the bomber comes in for another attack.


Zarkov recovers from his injury and knocks Flash out of the path of the paralyzer ray. Intent on their prey, the bomber crew crash lands. Zarkov reverses the effects of the paralyzer, but seeing the bomber crew approach, Flash once again pretends still to be paralyzed. Another fight ensues and just as Flash is about to be shot, Zarkov uses the paralyzer against Azura's man. Using an unconscious guard, Flash summons the two remaining bomber pilots attempting to repair the stratosled, then he and Zarkov double back and enter the ship, but it is beyond even Zarkov's ability to repair quickly.

Flash and Zarkov don Death Squadron drag, with those super winged helmets and the flying capes and, leaping off a nearby cliff, they float down, landing unseen near Azura's Palace. The effects of the paralyzer ray have worn off Ming and the others. Flash and Zarkov are able to enter the lab unnoticed and steal "gas masks" (spiffy clear glass tube shaped helmets with 3 cylinders in the back, presumably oxygen), but they are spotted entering the tunnel to the Clay People's vacuum tube. Luckily, the poison gas repels Ming's men.

Azura appears in the lab. The guards don gas masks and set off in pursuit, but they are too late; Flash and Zarkov get away in the vacuum tube car. The guards return to the lab where Ming urges Azura to transform them into Clay. She promises to restore them if they return with the paralyzer gun.

In the Clay King's throne room, Flash paralyzes two guards to force the King to release Dale and Happy. Zarkov keeps the gun pointed at the Clay King while Flash is reunited with his friends, but the two Clay spies of Azura creep up behind Zarkov, knock him out and grab the gun. They brandish it at the Clay King, but Flash tosses a rock at it, smashing it, as the two spies run away.

Flash recounts to the Clay King why he should have trusted the Earth people all along, and we see a couple of irrelevant flashbacks to the original FLASH GORDON serial, including a sequence of three stand-ins who look nothing like the leads, in Zarkov's rocketship (presumably to show Dale with dark hair, although a subsequent flashback shows her with her long blonde hair).

Happy asks the King to suggest someone who can help them in their fight against Ming and Azura; and the Clay King, releasing Dale and Happy, gives them directions to the Forest People. The miniature set of the Forest Kingdom consists of these wonderfully twisted, completely leafless, stunted dead trees. Although it doesn't look much like the live action set (which is very extensive and possibly an actual location), it is really an eerie miniature, and is especially effective with the creepy music that is always used when it is shown.

Back in Azura's throne room, the two Clay spies, now restored to their normal human form, report their failure. Spitefully, Azura turns them back into Clay and magics them back to the Clay caves. On the televisor, Ming and Azura see Flash and his friends entering the Forest Kingdom. Azura explains to Ming this is the home of the Fire People, the most savage nation on Mars. No one has ever entered there and lived. (Gee, the Clay King doesn't seem to have behaved very honorably, does he, in recommending the Fire People as allies?)

Dale spots a fire which turns out to be a shrine containing a small statue. Still watching on the televisor, Azura tells Ming this is a representation of the god Kalu.  Happy takes a photo of it for his newspaper, and simultaneously Azura causes the statue to flake away and crumble. (In an interview in FILMFAX #79, Buster Crabbe credits director of special effects Eddie Keys with a lot of the success of the serials:  "For the melting of this idol, Keys made a plaster of Paris mold from an original clay sculpture.  Once hardened, he lined the inside surfaces of the mold with tiny steel shavings that were held together by electromagnetic current running through a steel plate.  When the shavings had been sprinkled to the desired thickness in each half of the mold, he closed the two halves to form a whole structure, then removed the mold.  Each particle of steel clung to the other by magnetic force.  A light coat of paint was sprayed over the hollow steel idol, to make it resemble stone.  On cue from the director, Eddie pressed a switch to cut the magnetic current, and the hollow steel statue collapsed, making it appear like a stone statue melting.")  Happy thinks they should leave immediately in case they're blamed and, indeed, Forest People guards high up in trees are already giving the alarm. They shoot fiery arrows at the Earth people, who are soon surrounded by flames, passing out from smoke inhalation as this chapter's cliffhanger.


Flash finds a hollow tree and manages to get Dale, Happy and Zarkov into it before they are overcome by the smoke, but once they all get inside, they realize Dale has been taken away by the Forest People through a passage that leads to a series of underground caverns. The Forest People are on the short side with uniformly fuzzy hair. They wear rustic outfits which look as if they might have been made from animal skins; their costumes are merely tunics, leaving their legs bare, which hardly seems practical. They also seem to live underground like the Lost Boys in PETER PAN and not in tree houses, the way the term "Forest People" might lead one to expect.

As Flash, Zarkov and Happy head down to rescue Dale, the Earthmen are overwhelmed by the huge number of Forest People. They are taken to the King, Toran, where they are accused of destroying the image of Kalu which, naturally, they deny, but Toran sends them to the ominously named Death Cell. He then sends a signal to Ming about their capture and Ming dispatches a stratosled to collect the Earth people.

Through the walls of the Death Cell, which Zarkov estimates are 30-40 feet thick, Zarkov hears a scraping sound. Flash finds one of the rock walls hot to the touch and soon smoke starts to emerge; Zarkov suspects some kind of acid, but when the rock wall crumbles, it turns out to be Prince Barin, using a handy vial of amphitron. A happy reunion ensues, as Barin reveals he followed Ming to Mars to try to prevent the destruction of Earth but was himself made a prisoner by the Forest People, who are the only nation on Mars immune to Azura's magic. The source of her magic is her White Sapphire; to counteract it, the Forest People have a Black Sapphire which they keep at their Temple of Kalu.

Two guards arrive to feed the Earth people and Barin jumps them, enabling the prisoners to escape. Barin knows a secret passage and shortly thereafter they emerge through a hollow tree.

Barin, Flash and Zarkov head off to the Temple of Kalu, leaving Dale and Happy behind to serve as lookouts. Dale and Happy spot the stratosled sent by Ming, and Happy sets off to warn Flash. Flash meanwhile has climbed a tree, trying to get above the temple so he can swing down and grab the Black Sapphire before the guards catch sight of him, but he is spotted by a guard, who sounds a horn to give the alarm. Flash grapples with one of the Forest People high in the treetops and falls to the ground, where he is stunned, possibly concussed. Another Forest Person turns a light signal on him and, apparently acting like the sun through a magnifying glass, smoke begins to surround Flash as he passes out for this chapter's cliffhanger.


There are two faux pas in the opening recap of this chapter. First, the narrator mispronounces Kalu; and then one of the captions explains "Flash learns the sacred Black Sapphire is the secret of Queen Azura's magic power" when it's clearly the White Sapphire. Oh well, details.

Dale, finally taking some initiative, enters the unguarded stratosled and takes off. Apparently she is a quick learner, because this is the first rocket ship she seems to have flown in either serial.

Happy gets the jump on one of Ming's men and knocks him out, getting his nitron gun, which he uses to destroy the device that is causing Flash to smolder. Flash recovers and continues his attempt on Kalu's temple, despite being vastly outnumbered.

However, Dale, in the stratosled, drops a bomb, reducing the odds, and with the help of Barin and Zarkov, Flash is able to overcome the remaining Forest People and get the Black Sapphire which is in a small container.

Racing away from the temple, Flash and his friends meet up with Happy and head back to where they left Dale. En route, Happy is shot in the back with an arrow by one of the Forest People. He collapses, just as Dale lands the stratosled and emerges. They decide to take Happy to the Clay People to recover.

The Clay King has Flash place Happy on a rock slab behind glass where some healing vapors will cure him in two or three days. The previous threat that if Dale and Happy remain one more day in the Clay Caves they will turn to clay themselves is not brought up. Zarkov (whose scientific prowess is unbounded) stays behind to assist his recovery and Dale, her recent heroism not even acknowledged, is also left behind, while Flash and Barin head back to Azura's Palace.

It is one of the disappointments of the plot which so far has been pretty coherent (compared to the first FLASH GORDON serial anyway) that the Black Sapphire doesn't seem to have any magic properties of its own, for instance, to restore the Clay People or enable the possessor to magically appear and disappear the way Azura can with her White Sapphire.

Flash and Barin take the Clay People's vacuum tube, which lets them out at a listening post directly behind Azura's throne. Flash appears suddenly behind her and has Barin lock up all the guards in an anteroom. Azura tries to use her magic but it has no effect. Flash reveals she has no power over him because he possesses the Black Sapphire. Leaving Barin to take Azura to the Clay People, Flash heads to the lab.

Meantime, Tarnak reports to Ming that Flash is on his way, having taken Azura prisoner. When Flash gains the lab, Ming can be seen (by us, not by him) peering in through a small window. Flash demands to be shown to the generators which power the nitron lamp, so he can shut it down for good. Tarnak tricks him into a small room, and then knocks him out with a heavy tool and locks him in the room. Ming turns on the controls, as sparks rain down on Flash, threatening to electrocute him.


Flash regains consciousness and uses the nitron gun to shoot a hole in the wall through which he escapes. Ming calls out the guards. Flash manages to waylay the last guard and knock him out, dressing in his helmet and cape. Using the lightbridge, he gets the drop on two more guards, whom he locks in a room. With the electro gun they were manning, he destroys the nitron lamp but other guards destroy the electro gun and capture Flash. Tarnak takes the Black Sapphire from him, placing it in a box which neutralizes its power.

Back in the Clay King's throne room, Prince Barin threatens Azura with turning to Clay unless she restores the Clay People to their human form. Apparently sensing the return of her magic powers, however, Azura disappears in a puff of smoke. Zarkov and Barin realize something must have happened to the Black Sapphire and set off in the stratosled to rescue Flash.

Meantime, on Earth, various newspaper headlines are superimposed over stock footage indicating the mysterious disturbances, storms, floods, etc. have ceased. The scientists who were conferring on the problem declare unanimously that Flash Gordon is the one to thank for their cessation.

Azura returns to her throne room and learns of the capture of Flash by Ming. Ming pretends to give Azura the Black Sapphire, but really gives her an empty box. Ming pretends to be angry when the box is empty and summons Flash, who is sentenced to the disintegrating room.

Ming sends Tarnak to Toran of the Forest People to notify him that Ming has the Black Sapphire, but Zarkov and Barin waylay Tarnak and force him to tell them where Flash is being held prisoner.

Flash is chained and strapped to a chair. Ming shows him a statue he calls the symbol of death. Training the disintegrator ray on it, Ming destroys the statue in the same manner the icon of Kalu was destroyed - it crumbles to dust.

Tarnak, trussed up in his own cape, is discovered by the other guards. They put out the alarm that Flash's friends have arrived to rescue him. Barin and Zarkov manage to get onto the roof of the powerhouse and spot Flash through a skylight. Although they are being fired upon by the guards, they break through the skylight, but the fall knocks Barin out, and both Zarkov and Flash are immobilized by a ray in this chapter's cliffhanger.


Flash breaks the manacle chaining him to the chair in the disintegrating room and rouses Barin, asking him to see to Zarkov. Flash climbs through the skylight and Barin hoists Zarkov up to him, then Zarkov holds Flash's legs while Flash pulls up Barin after him.

Ming discovers Flash has escaped and sends his guards after him; Flash, Zarkov and Barin have another tussle with the guards, managing to overcome them and lock them in a closet. They escape back to the Clay Kingdom in the stratosled, where Barin removes Flash's manacles.

Back in the Clay King's throne room, Flash reports he destroyed the nitron lamp, although he gives credit to Barin and Zarkov, who weren't even there at the time. He also has to admit he no longer has the Black Sapphire. Barin tells the Clay King why he has come to Mars to fight Ming, which results in a lengthy flashback of the sword fight he had with Flash from the original serial.

Flash, Dale, Barin, Zarkov and the now fully recovered Happy set off in the stratosled to the Forest Kingdom to try to recover the ship Barin arrived in from Mongo. Once they land, they split up. The Forest People attack Dale and Happy, knocking Happy out and kidnapping Dale. Happy comes to and shouts for Flash, who comes running. Flash sends Happy to tell Zarkov and Barin, while he sets off to rescue Dale.

The high priest of Kalu forces Dale to stand in the incense of forgetfulness and indoctrinates her as a temple maiden dedicated to serve Kalu. Mechanically, Dale recites her allegiance on a sacred dagger. (In the original FLASH GORDON serial, it was Flash who lost his memory for a while).

When Flash rushes up, fighting off the Forest People, Dale grabs the sacred dagger and stabs him in the back for this chapter's cliffhanger.


The Forest People take Dale to King Toran while Barin, Zarkov and Happy rescue Flash. Toran signals Ming he has captured Dale; and Ming sends his men to collect her. Simultaneously, they also retrieve the stratosled Flash and his friends had stolen.

Flash's wound is superficial. Zarkov speculates Dale was hypnotized or under a spell. They return to the temple and Zarkov recognizes the incense of forgetfulness as the drug lethium. Using it to threaten the high priest, they learn Dale has been taken to Ming and the location of Barin's rocket ship.

Overcoming the Forest People guarding Barin's ship, they set off. Zarkov wants to stop first at Ming's lab in order to prepare an antidote for Dale (salt crystals, barium and nitric acid under great heat). Barin's ship circles the power house as Flash and Zarkov bail out, floating down with their Martian bat wings. The power house is curiously empty and there is no sign of Dale. Using the televisor, Flash sees Dale is in Azura's palace, but Zarkov advises him to wait because the antidote is almost ready. However, as he adds the last ingredient, it starts to foam, building up into an explosion, as this chapter's cliffhanger.


The explosion knocks out Zarkov and Flash. Flash quickly recovers but feigns unconsciousness in order to overhear Tarnak speak to Ming over the televisor. Leaping up, he overcomes Tarnak, forcing him to give Zarkov the lethium antidote.

With Tarnak as a hostage, Flash and Zarkov enter the Palace and locate Dale. Overcoming her guard, Flash administers the antidote by waving it under Dale's nose. Quickly she recovers.

Azura magics herself back to the Palace, threatening to turn Flash and Dale into Clay People if they resist. She has Tarnak disarm Flash. Ming arrives and he and Azura have an argument over Flash's fate, Azura now leaning toward keeping him alive. When Azura threatens Ming with her magic, Ming reveals the Black Sapphire which renders her magic ineffective.

Flash grabs the Black Sapphire and starts to choke Ming while Zarkov knocks out Tarnak. Ming, Azura, Flash, Dale and Zarkov start across the light bridge but, when Flash is distracted mid-way, Ming leaps off, floating to the ground using the Martian batwings.

Flash, Dale, Zarkov and Azura take off in her personal stratosled, but Ming orders out her Death Squadron to shoot it down, telling her protesting pilots that her magic will protect her.

Barin's rocket ship has landed nearby, so Flash writes him a note and drops it out the porthole of Azura's ship, attached to one of those groovy winged helmets, telling Barin and Happy to meet them at the Clay Caves. (How strange there is no ship to ship communications.)

The Death Squadron meets up with Azura's ship, which lands near some rocks in the Valley of Desolation. The fleet drops bombs which knock out Barin and Happy; they start to bomb Flash and his friends when Azura rushes out into the open, thinking to be rescued. Flash follows her, but another bomb falls, seemingly killing them in this chapter's cliffhanger.


Azura is badly hurt in the blast (although without a mark on her), but Flash is unharmed. The Squadron see their Queen has been injured and cease firing. Azura gives Flash the White Sapphire, instructing him that destroying it and the Black Sapphire will lift the spell on the Clay People. With her dying breath, Azura sends the Earth people away before they can be captured by her Squadron.

Flash and friends get back in the stratosled and fly to the Clay Caves where they spot Barin's ship. In the Clay King's throne room, they announce the death of Azura, which the stricken Clay King says means their curse will never be lifted. But Flash brings forth the two magic jewels. The Clay King has Flash place them in a glass case in a niche and throw a switch that causes two Tesla-like coils to zap them, destroying the jewels. Simultaneously, the Clay People are returned to their human form. There is surprisingly little exultation when this is accomplished.

Just as the Clay People have been restored, a guard brings the news that Ming is arming the Forest People with guns and nitron to wage war on the (former) Clay People. Leaving Dale behind in the Clay Caves, Flash, Barin, Zarkov and Happy take off in a stratosled.

Barin and Flash make their way to King Toran's underground cavern and then follow some of the Forest People back outside, waylaying them in order to discover the landing site of the Nitron Squadron. By the time they return to where they've left Happy and Zarkov by their ship, Zarkov has already spotted Ming's ships although they are still a ways off.

They take off in their stratosled and Flash, donning Martian batwings, has Zarkov fly above the Squadron. Flash jumps out and glides down onto one of the Nitron Squadron stratosleds. When one of the pilots opens a gun port to see what the noise was, Flash knocks him out with a punch and climbs aboard. He fights with the remaining pilot, who loses control of the ship, which is carrying enough nitron to blow up a mountain.

Flash and the pilot continue fighting as the ship plummets toward a mountain, just about to crash in this chapter's cliffhanger.


Just before the inevitable crash, the first pilot Flash had knocked unconscious as he entered the stratosled comes to and pulls the ship out of its dive. Flash eventually gets the drop on the two pilots and tells them to head toward the Valley of Desolation, but one of them warns the other Nitron Squadron members via radio not to follow.

Back in the throne room of the former Clay King, the pilots are brought in for questioning and one is reunited with his brother, whom he thought dead. When he learns Flash Gordon has caused the Clay curse to be lifted, he and his fellow Squadron member offer their allegiance.

The two Nitron Squadron pilots, Dale, Flash, Barin, Happy and Zarkov take off in Zarkov's stratosled. They land near the Palace. Flash sends Zarkov and Happy to secure the aerodrome platform, while he, Barin and Dale pretend to be prisoners of the Squadron pilots.

They try to gain entrance to the throne room, but the way is barred because Ming is being crowned King of the Martians. Undaunted, Flash finds a secret recess behind a curtain which leads to the throne room. When he appears behind Ming's throne, he addresses the Martian nobles, telling them he comes as a friend and warning them against Ming's treachery. Flash gestures to Prince Barin to back him up, leading into a flashback to the first serial, showing Barin's first scene and a lengthy and somewhat irrelevant sequence in King Vultan's furnace room.

One of Ming's minions slips Ming a gun as Flash gives Ming the coup de grace, accusing him of the death of Azura. Ming pulls the gun on Flash and tells the Martians that since they rejected him as their ruler, he will return as their conqueror. He forces Flash to back out through the secret passage, warning that if anyone follows, Flash will be killed, in this chapter's cliffhanger.


Flash knocks out a light and grapples with Ming and two of his men but in the dark, Ming escapes through another secret passage. Barin breaks through the original secret passage and everyone tries to locate Ming, who has gone to the powerhouse with Tarnak.

Flash asks the Air Marshall to stop the Nitron Squadron from attacking the Clay Caves but he pretends to have problems with the televisor, so Flash sends him and one of the Squadron pilots to the aerodrome to try to contact the Nitron Squadron from a stratosled. However, the Air Marshall double crosses them, getting a drop on Zarkov and Happy at the aerodrome. Using the televisor, he contacts Ming, who tells him to bring the Earth men to the powerhouse.

Back in the throne room, Dale tells Flash the nitron lamp, rebuilt by Ming after Flash destroyed it, has been turned on. Flash sends Barin to the aerodrome to tell Zarkov, while he heads to the power house. Reruns of the same stock footage of natural disasters on Earth.

Ming begins ranting in the powerhouse about destroying all the planets except one, causing Tarnak to re-evaluate his loyalties. He sneaks out of the powerhouse, just as Flash spots Zarkov and Happy being led as prisoners to Ming. Flash overcomes their guard and frees them, as Tarnak rushes up, begging Flash to save him from Ming, who is mad with lust to destroy.

Ming spots them through a window and begins to shoot at them. Zarkov draws his fire as Flash sneaks around to a door left thoughtfully unlocked in the powerhouse. He and Ming shoot at each other and Flash loses his weapon. Just as Ming is about to kill Flash, Barin, in a stratosled, bombs the powerhouse, causing Ming to drop his weapon.

Zarkov, Dale, Happy and Tarnak enter the powerhouse, and Tarnak snatches up the gun Ming dropped. He turns it on Ming, forces him into the disintegrating room and turns on the power; Ming is caught in the ray. Flash signals Zarkov to distract Tarnak and wrests the gun from him, but by the time they turn off the controls and enter the disintegrating room, there is nothing there; seeing no sign of Ming, they declare him dead.

Barin arrives and recounts how he forced the Air Marshall to stop the bombing of the Clay Caves. Barin has also destroyed the nitron lamp with his last bomb. Flash Gordon's mission on Mars is successfully concluded.

Back at the Clay Caves, the former Clay King, now about to become King of the Martians, sees Flash and his friends off in Barin's rocketship. Barin will co-rule Mars as King of the Forest People.

As Flash and his friends head back to Earth, there are reruns of the stock footage of newspaper headlines, cheering crowds and ticker tape parades, superimposed over stills of Zarkov, Dale and Flash.


P.S. There was a third FLASH GORDON serial of 12 chapters made in 1940, FLASH GORDON CONQUERS THE UNIVERSE, also directed by Ford Beebe. It was very poorly done, padded with lots of stock footage of avalanches and people skiing. Jean Rogers was replaced by Carol Hughes as Dale (and who could blame her for not wanting to come back; she had virtually nothing to do in this 15-parter); Roland Drew replaced Richard Alexander as Prince Barin; and Shirley Deane replaced Priscilla Lawson as Princess Aura. Buster Crabbe and Frank Shannon returned as Flash and Zarkov, and Charles Middleton once again chewed the scenery as Ming (you didn't really think he was disintegrated, did you?)

FLASH GORDON  (1936) ------------------------------poster Flash & Aura  claycaves & poster


Cast's other credits

If you enjoyed reading my synopses/opinions of this FLASH GORDON serial, I recently have collected some of the reviews I wrote for CINEFANTASTIQUE under the title TIME CAPSULE, and these are now available in book form.  Click here for details.

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