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| Flash Gordon | Larry (Buster) Crabbe |
| Dale Arden | Jean Rogers |
| Ming the Merciless | Charles Middleton |
| Azura, Queen of Magic | Beatrice Roberts |
| Dr. Alexis Zarkov | Frank Shannon |
| Happy Hapgood | Donald Kerr |
| Prince Barin | Richard Alexander |
| Clay King | Montague Shaw |
| Tarnak | Wheeler Oakman |
| Toran | Anthony Warde |
| Stratosled Pilot | Jack Mulhall |
| Pilot Captain | Kane Richmond |
| Airdrome Captain | Kenneth Duncan |
| Zandar | Warner Richmond |
| Death Squadron Commander | Lane Chandler |
| Stratosled Co-Pilot | Ben Lewis |
| High Priest | Jimmy Eagles |
| Calgon | Eddie Kaye |
| General Rankin | Edward Stanley |
| Professor DuNord | Hooper Atchley |
| Professor Richter | James Blaine |
| Lab Worker | Stanley Price |
| Rama | Thomas Carr |
Directed by: Ford Beebe and Robert Hill
Clearly, the first FLASH GORDON (1936) serial was sufficiently successful that Universal had little trouble deciding to make this 1938 sequel.
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 1936 serial, 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, this one is less episodic with more of a continuing story, although in 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, their makeup and costumes looking very "claylike." 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 similar 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. To the music from BOMBAY MAIL (1934), THE BLACK CAT (1934), THE INVISIBLE MAN (1933), DESTINATION UNKNOWN (1933), and others mentioned last time was added Franz Waxman's great score from BRIDE OF FRANKENSTEIN (1935). GREAT EXPECTATIONS (1934) and DRACULA'S DAUGHTER (1936) were also excerpted, as well as Alexandre Iljinsky's ORGY OF THE SPIRITS. 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 Universal's 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).
One of the ways this sequel betters the original is that Flash and Zarkov are much more proactive, rather than being at the mercy of circumstances.
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 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. She even faints less often in this one.
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 (Chapter 2)! 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 two 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 reportedly had half the budget of the first one ($175,000 versus $350,000, according to various sources). Despite this, the sets are larger, particularly Azura's throne room and laboratory, which are far more elaborate than Ming's has been 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.
The serial was also considerably edited and re-released as a feature later that year under the title MARS ATTACKS THE WORLD, in the wake of the notariety of Orson Welles' WAR OF THE WORLDS 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. I can't tell you if it remains available as a CD).
CHAPTER 1 - NEW WORLDS TO CONQUER
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 (as opposed to Hans in the original comic strip).
In fact, the scene of their rocketship getting ready to land is one of my favorite guilty pleasures. Dale is now (and suddenly) dark haired and wearing a cape hiding the bare midriff number in which we saw her throughout most of the first serial. (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. Other sources have it that dark was her natural color, and that she returned to it when the Jean Harlow rage was over.) Flash and Zarkov also wear capes, but we see a glimpse of their outfits underneath, noting that they are the same as in 1936. Dale 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, invoking the ire of the "farmer" who owns it. But they nonetheless find this reassuring because it means they are in the good old U.S. of A.
On Mars, Ming and Azura (the Queen of Magic and ruler of Mars; Ming, for the present, is number 2 in the pecking order) transport two men to Earth who plant a device and die. (Wow, and you thought Gene Roddenberry invented the matter transporter! This is the only time it is used.) Ming is dressed much as he was in the original serial but now his bald dome is "devilishly" 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 this time. Azura looks a little too contemporary with her demure crown, tight fitting gown and 1930s hair style. The extreme eyebrow makeup of Priscilla Lawson's Aura in 1936 has no equivalent in this serial (except for Azura's Death Squadron, who have Spock-like elongated eyebrows). It's obvious enough when you think about it, but it's worth noting that "Azura" is merely "Aura" with a "z" added. Was there malice of forethought here?
The device the Martians planted begins to emit a gas, and we then see a montage of disaster footage: collapsing buildings, floods, hurricanes--all due to mysterious atmospheric disturbances. This forces a meeting of government scientists in the U.S. Capitol--with many reporters hanging on--to discuss the disasters and come up with theories explaining them. The meeting breaks up in disarray. Among those present is Happy Hapgood, a reporter/photographer for THE NEW YORK DISPATCH.
Happy 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 (evidently two "significant others" cohabiting--i.e. Flash and Dale--was not looked on with favor in those times), he discovers they aren't there and uses subtrefuge with a black servant--a role black actors regrettably always played back then--to extract their phone number (ELM 6834). He gets Dale on the phone.
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 busted aileron, but it's no use; they have to bail out. Luckily they land practically in their own back yard. Dale comes running out just as Happy pops up to take their photograph. When Happy doesn't take the hint that 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. Flash and Dale first try to talk him out of it, but then are persuaded to accompany him. For the journey, Dale wears an attractively demure dress, 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 (which probably did confuse anyone with a good memory who had seen the first serial when first shown on the big screen. Similarly, some miniatures of Queen Azura's palace and environs look suspiciously like the undersea Shark Palace of King Kala with a bunch of turret-like buildings jammed very close together; while a completely different miniature for scenes of stratosleds landing or taking off shows totally different turrets more widely spaced apart). The familiar Ming's Palace shot continues to be shown throughout the serial, but now with turrets added in the foreground--also to show stratosleds taking off and landing.
On Mars, Queen Azura metes out punishment to an unlucky rebel caught trying to destroy the Nitron Lamp. She needs the nitron (from the Earth) 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--appearing in 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. All the Clay People talk (later) as though they had some kind of gunk in their mouths. Then Azura touches the jewel again and she disappears as well, only to reappear in the Powerhouse. The device on Earth is extracting nitron, and she wonders why it is still running when they have plenty on hand. She is told that the "great" 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." Except that Ming actually had disappeared in a puff of steam in 1936--not fire. Evidently the "new" viewers were meant to forget that. At any rate, Ming explains to Azura that he needs the beam operating to expedite the Earth's destruction while railing against his previous encounters with Flash and Zarkov. Azura appears to go along with it all, though that appears not to be her main focus.
En route to Mongo, Zarkov realizes he's made a "terrible" mistake as 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 spin and plummet in the serial's first cliffhanger.
CHAPTER 2 - THE LIVING DEAD
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, may have drawn 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. It actually turns out that all concurrent Universal serials had adopted the showing-the-comic-strip approach for their forewords in late 1936--though less fancy than in this one. This gave way in 1939 with the trailing foreword so familiar to STAR WARS fans.
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), 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 piece of "Zarkov's" rocketship (actually, a "Ming" ship was substituted in this serial for Zarkov's) has unluckily landed in Azura's courtyard, so Ming realizes Flash is on Mars. The writers have Ming saying that the fallen "piece" was a part of the ship "they stole" when they left Mongo--effectively modifying the story line of the 1936 serial. 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 three 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 that Ming is alive and will make it plenty tough on them. As the ship takes off, Ming and his guards are shown chasing it at a fast, "silent-film" speed and, comically, falling on their faces.
Airborne in the stratosled, Flash and the Martian pilot grapple; the pilot jumps out of the stratosled through its side door and, using his "flying" cape (or "batwings"), 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. However, carefully aimed ground fire ("nine-point-four; right") from the site of the lamp severely damages 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, with Ming's prompting (at this point she lets him talk her into his point of view all too easily. In Chapter 12, that will all-too-ominously change), 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 awakens immediately and excitedly tells Flash the clay in the wall came to life, turned into a man and ran back into the shadows.
Just then, several Clay People emerge from the wall to a suitably creepy musical theme (from THE BRIDE OF FRANKENSTEIN). Although this is just a simple set of dissolves, 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 both to puncture and crush our heroes for this chapter's cliffhanger.
CHAPTER 3 - QUEEN OF MAGIC
With the nitron gun, Flash blasts another wall blocking their exit and they escape from the descending stalactites. The pursuing airmen from Azura's Death Squadron enter the cave where the Clay People sneak up on them and steal their weapons. Likewise, the Clay People brazonly 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 than, one by one, he and his companions are rendered unconscious by fumes emanating from the rocks.
When they awake, they find they've been reclothed in very attractive Martian garb and are in the throne room of the Clay King. Flash explains to him what the Earth people are doing on Mars. The Clay King says (with the gunk in his mouth) 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 in a jewel she wears but knows nothing more than that. 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. (NOTE: Commercial video versions have this battle scene cut--the only place in all three serials left incomplete.) 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, saying "we'd have been licked before we started."
When their stratosled lands, Flash pretends to be a member of the Death Squadron with Zarkov as his prisoner. Zarkov, meanwhile, has changed from his Death Squadron outfit into a "scientist's" dark-colored gown with a sparkly "Martian" belt securing its midriff, evidently luckily found aboard that stratosled; he certainly didn't want to appear wearing his D.S. number. Zarkov wears that outfit for the rest of the serial! Flash demands an audience with Queen Azura. He makes a Martian guard come along, pretending he needs him to watch Zarkov, but really needing him to show the way to the throne room.
The guard sets the controls to activate the light bridge. This is literally a beam of light, narrow and thin like a plank on a pirate slip, which bridges two turrets--and supports the weight of anyone walking on it. It is thereafter used often in a scene where the background is mainly a matte painting. This simple device is another one of my guilty pleasures about this serial. Ming hears about the Earth prisoner, thanks to his spy Tarnak, and heads to the throne room as well.
In the throne room, Flash tells Azura a cock and bull story about the Earth people being in collusion with the Clay People. This distracts her enough to allow him to get close enough to her to grab her white sapphire. Zarkov locks up the courtiers, and then Flash and Zarkov lead the captive Azura back over the light bridge toward the stratosled.
Ming has observed this through a small triangular portal (we'll see it again) and now hurries to the Powerhouse, 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 tower collapses, raining debris and dangerously tilting the floor on which Flash, Zarkov and Azura are walking, as this chapter's cliffhanger.
CHAPTER 4 - ANCIENT ENEMIES
Flash, grabbing Azura and using a heavy coil from the disintegrating turret, swings her down to safety. Watching on the televisor and appearing "mildly" upset that Flash has saved Azura (a plot point which becomes more significant later), Ming orders the Oscillator turned off. After Flash has heaved a girder off the fallen Zarkov, Azura ungratefully blows some powder at Flash and Zarkov from a secret chamber in her ring, putting them to sleep. She then reclaims her magic white sapphire from Flash's belt.
With the protagonists all assembled back in the throne room, Ming argues Azura should kill the Earthmen. But only when he makes the point that their alliance with the Clay People is treason--saying that fact alone demands their death, does Azura agree. Ming leads Flash and Zarkov to the nitron lamp--allowing them a "close" look at it "for the last time," forcing them to climb a ladder to where its beam is emanating. We're evidently not meant to believe that the beam itself was to harm them. From the top of the lamp, Flash, using a gun he got from a guard, starts shooting, forcing Ming and his minions to hide. Flash maneuvers behind Ming, taking him hostage and forcing him to take him and Zarkov to the lab, where he has Ming use the televisor to show Flash the nitron being loaded onto a bomber to attack the Clay People. Flash orders Ming to halt the attack.
Just then 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, "once before," as they remark, 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 caves, Dale and Happy think they're alone, but the Clay People again emerge from the very walls, making Dale scream once again. 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. Dale makes a logical protest--but the King is unmoved.
The Death Squadron starts to bomb the caves as the stratosled with Flash and Zarkov draws abreast. Flash tries to attack the bomber, but the ship 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.
CHAPTER 5 - THE BOOMERANG
Here we have one of the few cliffhanger cheats, as this chapter'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 "wierd" sort of subway station (which by Chapter 8 we'll finally discover is called a vacuum tube), guarded by a single Clay man. Two other Clay men arrive in a glass enclosed car to report to the King that the Earthmen have escaped from Queen Azura.
Flash and Zarkov eavesdrop at a handy window next to the throne room and hear the Clay King declare that Flash better bring Azura here quickly because, another day in these caves and Dale and Happy will be changed into 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 powerhouse. It's Flash and Zarkov's 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 heroically overcome the opposition (we see from a distance that Zarkov's "double" is quite a fighter). Flash shoves the unconscious losers (head first) down the vacuum-tube shaft, while Tarnak shows Zarkov the small amount of nitron that's left.
It appears not to be enough to use against the Clay People. 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 the lamp "burning" 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 favorite lines.)
As Ming and Azura watch on the televisor, Zarkov declares that if he can turn the nitron into a radioactive light ray, it will be the "most deadly weapon" ever developed. 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, causing one guard to respond: "Flash Gordon! Take him"! They chase him into a small 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 through the window themselves.) Ming lets them out and rails against them for once again being so stupid.
All this has taken less than 5 minutes. Yet, by the time Flash has returned to the lab, Zarkov has not only found the ray he was looking for, but has amazingly also fashioned a gun that can produce it! All it appears to do is to paralyze any living thing, as Zarkov points out (hardly the most deadly weapon ever developed). Meanwhile, Azura, already knowing about Zarkov's invention, urges caution on the overzealous Ming, telling Ming's guards to be careful not to destroy it. Ming cowtows to his "Queen"--again this time--adding the comment to await his signal to "attact."
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 remain paralyzed. Once again a fight breaks out; Flash grabs the gun and quickly 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 deadly poison gas which, luckily, Zarkov recognizes as "tetrapane." They quickly flee, on foot, to the Valley of Desolation (which must be awfully close: In Chapter 2 it was a stratosled ride away), as Azura, considering they have a weapon which could stop an entire army, says there's only one way to stop them: Strike from the air!, and orders a bomber to take off after them.
The bomber shoots at them, wounding Zarkov. As Flash goes to his aid, he walks into the path of the paralyzer ray, which has accidentally been turned on when he laid the gun on a rock. There Flash is standing, unable to move, as we see the stratosled move in on him--through it's "windshield," unbelievably at ground level--for this chapter's cliffhanger.
CHAPTER 6 - TREE MEN OF MARS
Zarkov recovers from his injury and knocks Flash out of the path of the paralyzer ray and the unbelievably close ship. Obviously flying too low, the bomber crew crash lands. (There's more than a little implied campiness in this, and other scenes throughout.) 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. Holding up an unconscious guard in front of him, 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 the amazing Zarkov's ability to repair quickly.
Flash and Zarkov don the flying cape outfits and, leaping off a nearby ledge, they float "back" to Azura's city, landing unseen near her Palace. The effects of the paralyzer ray have worn off Ming and the others, no lasting damage whatever being observed (confirming the weapon is hardly "deadly"). 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), but they are spotted entering the tunnel to the Clay People's vacuum tube. Luckily, the poison gas repels Ming's men, as well.
Azura appears in the lab. The guards don gas masks and set off in pursuit, but they are too late; Flash and Zarkov have made their escape in the vacuum tube car. The guards return to the lab where Ming urges Azura to transform two of 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 Azura's two Clay spies creep behind Zarkov, knock him out and grab the paralyzer. They brandish it at the Clay King, but Flash, who is out of sight, tosses a rock, smashing and ruining it (forever), 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 flashback, mainly of the original FLASH GORDON serial's Chapter 11, which shows Flash's invisibility sequence. This includes his unseen visit to Ming's thone room where he chokes Ming to show his power. The choice of this particular flashback is puzzling as it shows Flash getting the better of his enemy, instead of the expected opposite.
Happy asks the King to suggest someone who can help them in their fight against Ming and Azura, saying they sure need a friend. 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 could be an eerie miniature, and is especially effective with particular music from the BRIDE OF FRANKENSTEIN that is always played 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 banishes them back to the Clay caves in the ususal puff of smoke. 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. (The Clay King doesn't appear to have behaved very honorably, does he?, in recommending the Fire People as allies--much less the "friend" Happy was wishing for. Or else he's more ignorant than we thought.)
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 an image of the god, Kalu, that the Forest People worship. Happy takes a photo of it for his newspaper, and simultaneously Azura causes the statue to flake away and crumble into powder. (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 crumbling.") Happy (who's actually pretty smart) thinks they should leave immediately in case they're blamed and, indeed, some Forest guards high up in the trees are already giving the alarm. They shoot fiery arrows at the Earth people, who are soon surrounded by flames encircling a huge tree. Our heroes pass out from smoke inhalation as this chapter's cliffhanger.
CHAPTER 7 -THE PRISONER OF MONGO
Flash finds the tree is hollow and manages to get Dale, Happy and Zarkov into it before they are overcome by the smoke. Once inside, however, they realize Dale has been taken away by the Forest People through a passage, part of a series of underground pathways. 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, as the term "Forest People" might lead one to expect. One is forced to wonder if there are any Forest "Women"--or, for that matter, Clay women--to keep their respective races viable and ongoing.
As Flash, Zarkov and Happy head down to rescue Dale, the Earthmen are overwhelmed by the huge number of their captors. They are taken to their King, the "Mighty" Toran, where they are accused of destroying the image of Kalu which, naturally, they deny. Happy's light-hearted explanation of how his camera works goes nowhere. Toran sends them to the ominously named Death Cell. He then sends a signal to his master, Ming, (a fact we previously didn't know) about their capture and Ming dispatches a stratosled to collect the Earth people.
In the Death Cell, our heroes bemoan their lot of being trapped here in a hole-in-the-ground, on Mars. Then, through the cell's walls, which Zarkov estimates are 30 to 40 feet thick, he 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 while Happy, in another flash of wisdom, suggests poison gas--with which Zarkov quickly agrees. But when the rock wall crumbles, out comes our own Prince Barin--dressed identically to his appearance in the 1936 serial except for different, less imposing head gear. He broke in using a handy vial of "amphitron," which will eat its way through armor plate. A happy reunion ensues, as Barin reveals he followed Ming to Mars to try to prevent the destruction of the Earth but was himself made a prisoner by the Forest People. He explains they are the only nation on Mars immune to Azura's magic. To counteract her White Sapphire, 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 fortunately knows a (yet another) secret passage and shortly thereafter they emerge through a hollow tree to the forest floor.
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 a Forest person high in the treetops and, while swinging on a "grapevine," it snaps, causing him to fall to the ground. He is stunned, briefly blacking out. From a wooden ledge on tree above, another Forest person turns a crude looking heat ray on a tripod on him which emits an ominous sound, and smoke begins to exude from Flash's outfit as he passes out for this chapter's cliffhanger.
CHAPTER 8 - THE BLACK SAPPHIRE OF KALU
There's a faux pas in the opening recap of this chapter: One of the captions explains "Flash learns the sacred Black Sapphire is the secret of Queen Azura's magic power," whereas it's obviously the White Sapphire, which he knew already.
Dale, finally taking some initiative, enters the unguarded stratosled and takes off. Apparently she is a quick learner, for this is the first rocket ship she's 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 treetop ray that is causing Flash to smolder. Flash recovers (quickly) and continues his attempt on Kalu's temple, despite being vastly outnumbered.
However, Dale, in the stratosled, drops a bomb (in this serial only, footage of a bomb ejecting device is shown pushing a petite, cylindrical explosive out the unseen bomb bay doors, and is repeated many times throughout the chapters). This reduces the odds against our heroes, 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. Though the petite arrow, which he quickly extracts, appears to have given Happy only a pinprick, he collapses just as Dale lands the stratosled and emerges. Zarkov dramatically announces the wound is deep and serious. 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. (Perhaps being outside for a while has restored their previous temporary immunity.) Zarkov (whose scientific prowess remains 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.
One mild disappointment is that the Black Sapphire doesn't seem to have any magic properties of its own. For example, it can't restore the Clay People or enable its possessor to magically appear and disappear as Azura can with her White Sapphire. But . . .we don't wish to short-circuit the plot.
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 against Flash, but it has no effect. Flash reveals the Black Sapphire to her, making her shudder (this will happen again later). 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 that triangular aperture we've seen before. Flash demands to be led to the generators which power the nitron lamp, so he can shut them (and it) down for good. Tarnak tricks him into a small room. With his back to Tarnak, Flash (rather ineptly) says there ARE no generators in here. Tarnak of course then knocks him out with a heavy tool and locks him in the room. Ming turns on the controls, intoning that NOTHING can save Flash Gordon now, as sparks rain down on our hero, threatening to take him out.
CHAPTER 9 - SYMBOL OF DEATH
Flash regains consciousness long enough to use the nitron gun to shoot a (big) 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 light bridge, he gets the drop on two more guards, whom he locks in a room. With the electro gun they were manning, he dramatically snuffs out the nitron lamp. Then other guards destroy the electro gun and capture Flash. Tarnak takes the Black Sapphire from him, placing it in a (lead?) box which neutralizes its power.
Back in the Clay King's throne room, Barin threatens Azura with forcing her to stay there till she turns 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 Capitol scientists who conferred in Chapter 1 meet again, declaring unanimously that Flash Gordon the eminent Dr. Zarkov are the ones to thank for their delivery, and that they should exhaust all means to try to communicate with them.
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, strongly dissing Tarnak, and summons Flash, who is sentenced to the disintegrating room.
Ming has Tarnak to contact the Mighty Toran 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 in the Powerhouse's Disintegrating Room. Ming shows him a statue he calls the symbol of death--made from the hardest metal on Mars. Training the disintegrator ray on it, Ming destroys the statue in the same manner the icon of Kalu was destroyed: It crumbles to powder.
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. While being fired upon by the guards, they fall through the skylight, but the fall knocks Barin out, and both Zarkov and Flash are immobilized by the disintegrator ray in this chapter's cliffhanger.
CHAPTER 10 - INCENSE OF FORGETFULNESS
Flash breaks the manacle chaining him to the chair in the disintegrating room and rouses Barin, asking him to see to Zarkov. Flash quickly climbs through the skylight and Barin hoists Zarkov up to him, then Zarkov holds Flash's legs while Flash pulls up Barin after him. Clearly Zarkov is stronger than he looks.
Ming discovers Flash has escaped and sends his guards after him. Flash, Zarkov and Barin have another tussle with the guards while climbing down a ladder, 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.
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 flashback of the sword fight (abbreviated herein) 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 (many times), 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 serving Kalu. Mechanically, Dale recites her allegiance on a sacred dagger.
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.
CHAPTER 11 - HUMAN BAIT
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, and proudly say so.
Flash's wound is superficial (though Dale appears to have plunged the knife much further into Flash's back than the little arrow did to Happy three chapters back). 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 (pronounced LEEthium). Using it to threaten the high priest, they learn Dale has been taken to Ming as well as the location of Barin's rocketship.
Overcoming the Forest People guarding Barin's ship, they set off (Happy is "tossed" into the ship falling on the floor, adding subtly to the occasional campiness). 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 (or flying capes). The power house is curiously--and ominously--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. Ming, meanwhile tells Azura that he's left all the ingredients at Zarkov's disposal. Then he dangles the statement that "but WHEN he MIXES them"--Azura knowingly nodding . . . And, as now expected, when Zarkov adds the last ingredient, it starts to foam, building up into an explosion, as this chapter's cliffhanger.
CHAPTER 12 - MING THE MERCILESS
The explosion knocks out Flash and Zarkov, who at the last moment had tossed the elixir away. 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. Conveniently, Zarkov awakens right afterward.
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. She quickly recovers.
Azura, seeing what has transpired through a televisor, immediately transports herself back to the Palace, threatening to turn Flash and Dale into Clay People if they resist. She has Tarnak disarm Flash and dismisses the others so she can speak with Flash alone. Ming arrives and says Flash has defied him and therefore must die. Azura says, in turn, that Flash will not die; she has other plans for him. When Azura threatens Ming with her magic, Ming reveals the Black Sapphire which renders her powerless and just an ordinary Martian. As previously indicated, Azura shudders again.
Flash quickly grabs the Black Sapphire from Ming and starts to choke him 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 his Martian bat wings. After he lands, Ming chuckles ominously.
Flash, Dale, Zarkov and Azura take off in her personal stratosled, but Ming orders out her Death Squadron to shoot it down, calling one protesting pilot a fool, and 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. (One wonders why there was no ship to ship communication.)
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, (perhaps) thinking to be rescued. Flash follows her, but another bomb falls, seemingly killing them in this chapter's cliffhanger.
CHAPTER 13 - THE MIRACLE OF MAGIC
Azura is badly hurt in the blast (although without a mark on her), but Flash (being the hero) is completely unharmed. The Squadron flyers see that their Queen has been injured and cease firing. Azura gives Flash the White Sapphire, saying that destroying both 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 produces the two magic jewels, saying that their destruction will lift the Clay curse--Azura's last act. The Clay King calls on all his people (who quickly appear from all directions) to express gratitude to the late Queen for her noble gesture (never mind that she was the one who made them Clay "long ago"). 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, using a series of dissolves. The "gunk" in the King's mouth which has disguised his voice throughout the serial has now disappeared, and we have the clear, articulate voice of the actor Montegue Shaw. There is surprisingly little exaltation following this life-transforming procedure.
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 them. Leaving Dale behind in the Clay Caves (which presumably will no longer transform a long-term resident into clay), Flash, Barin, Zarkov and Happy take off in a stratosled. (Flash sometimes leaves Dale behind while sometimes taking her with them; we never know what his whim will be the next time around.)
Barin and Flash make their way to King Toran's underground grotto 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 (through a big, long, hand-held telescope) although they are still a great way off. Flash, however, has a plan that may work. He asks Zarkov to get him into the air, and he'll tell him about it.
They take off in their stratosled and Flash, donning Martian bat wings, has Zarkov fly above the Squadron. Flash jumps out and skillfully glides down onto one of the Nitron Squadron stratosleds. (One wonders how Flash, in a batwing cape, can duplicate the velocity of those high speed 'sleds. You'd think after he jumped, he'd be left far behind of both of them. Perhaps one shouldn't ask.) When one of the pilots opens a gun port to see what the noise was, Flash knocks him out cold with a single (light) punch and climbs aboard. He grapples 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--no single, light punch works here!--and is just about to crash in this chapter's cliffhanger.
CHAPTER 14 - A BEAST AT BAY
Just before the inevitable crash, the first pilot Flash had easily knocked unconscious as he entered the stratosled comes to and pulls the ship out of its dive while Flash continues to grapple with the other guy. 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 former Clay King's throne room, the pilots are brought in for questioning and one is reunited with his brother, Calgon, 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 airdrome 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 recessed panel behind a curtain which leads to the throne room. When he appears from 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 in his spiel, leading into the final flashback to the first serial, showing Barin's first appearance to Zarkov, the later explosion of the atom furnaces, the dangerous tipping of Vultan's Sky City and its recovery by Zarkov's employing his brand new ray, for which Vultan keeps his promise to free our heroes. But the dastardly Ming says, "No, that promise shall not be kept. The Earth people by right belong to me"--showing him as utterly evil.
One of Ming's minions slips him a gun as Flash gives Ming the coup de grace, accusing him of the death of Azura, confirmed by Calgon's brother. Ming pulls the gun on Flash and tells the Martians that since they have rejected him as their ruler, he'll leave them now, but will return as their conqueror. He forces Flash to back out through the secret passage, warning that if anyone follows, Flash will be killed. Dale is heard to remark that "they've" killed Flash, at this chapter's cliffhanger.
CHAPTER 15 - AN EYE FOR AN EYE
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 to the first secret passage (how long can these passages remain secret?) 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 airdrome to try to contact the Nitron Squadron from a stratosled. However, the Air Marshall doublecrosses them, getting the drop on Zarkov and Happy at the airdrome. Calgon tries to stop him from behind and is shot dead. Using the televisor, the Air Marshall 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 airdrome to tell Zarkov, while he heads to the power house. We see abbreviated reruns of the same stock footage of natural disasters on the 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 the 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 back door to the Powerhouse; fortunately it was left unlocked. 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 against Flash's protest that no matter what Ming's done, Tarnak can't kill him in this way. Tarnak, who's now also lost his cool, brandishes his weapon against everyone 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, they remark that it is too late. Since we never see Ming's body, the situation remains a bit equivocal.
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 "work" on Mars is done.
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 seems remarkably adjusted to now "ruling" the Forest People, especially given that he's lost his "ride" back to Mongo and any chance of rejoining his beloved Princess Aura. The Mighty Toran is not mentioned.
As Flash and his friends head back to Earth, we again have stock footage of newspaper headlines, cheering crowds and ticker tape parades, this time with stills of Zarkov, Dale and Flash superimposed (Happy, who certainly contributed his share in the Mars venture, is left out).
THE END
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. Jean Rogers was replaced therein by Carol Hughes as Dale (by then Rogers wanted out of serials so she could be a feature movie star); 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) -----posterFlash & Aura claycaves & poster
FLASH GORDON CONQUERS THE UNIVERSE (1940)
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.