The title for this knowingly silly straight-to-video crap-fest from Fred Olen Ray sounds like one of George Lucas's dreadful Star Wars prequels. The fact is that the entire budget for Olen Ray's film wouldn't cover the cost of one of R2-D2's diodes. The Phantom Empire is so impoverished that it borrows the naff silver vehicle from the Logan's Run TV series, steals shoddy stop-motion dinosaurs from some long forgotten film from the '60s, and recycles Robby the Robot of Forbidden Planet fame, swapping his original head for one with a laser-firing green 'eye'.

The plot is little more than a predictable lost-world tale of the type we have seen many times before (but rarely as lousy): Denae Chambers (Suzy Stokey) hires adventurers Cort Eastman (Ross Hagen) and Eddy Colchilde (Dawn Wildsmith) to lead an expedition to a subterranean land inhabited by cannibalistic troglodytes, sexy cavewomen, and a leather clad alien in silver boots (played by busty B-movie babe Sybil Danning); there they hope to find a fortune in precious gemstones. Also along for the ride are mineralogist Professor Strock (Robert Quarry) and archeologist Andrew Paris (Jeffrey Combs).

The weak set-up leads to lots of wandering around the same couple of caves, the characters occasionally attacked by the monsters (men in plastic masks and joke shop wigs). I guess that all one can really hope for with this kind of z-grade nonsense is that what little budget there is will allow for some cheapo gore, and that at least one or two of the aspiring actresses will take off their clothes. As far as the splatter is concerned, the opening minutes prove promising, with a hokey decapitation, but the rest of the film is completely devoid of blood and guts. As far as T&A is concerned, Stokey fails to do the honours, and Danning disappoints with one of her rare non-nude roles, leaving it up to scream queen Michelle Bauer as a sexy 'Cave Bunny' to tick the T&A box, baring her chest with only ten minutes to go.

Sadly even the combined great talents of Jeffrey Combs, Michelle Bauer, Sybil Dannng, and yes, even Robby the Robot cant save this boring little film about a small group of people finding a 'lost world' in a cave while searching for diamonds. It kills me because I love the films Fred Olen Ray did in the '80's. For the most part they were just low-budget cheesy goodness that put a smile upon my face. (Hollywood Chainsaw Hookers is SOOO good). But this film just didn't do anything for me & even though he'd make a last gasp with the enjoyable "Scream Queen Hot Tub Party" and extremely fun "Wizards of the Demon Sword", the decades after wouldn't be nearly as kind to him movie-writing wise.

My Grade: D

Retro-media DVD Extras: Commentary by Fred Olen Ray & Gary Graver; Nite Owl Theater (basically just an intro by Fred); 24 minute documentary; 10 minutes of behind the scenes footage; 3 minutes of alternate takes for TV; Stills gallery; & unused artwork

Eye Candy: Michelle Bauer & Tricia Burns both get topless while catfighting (There's also 3 topless girls in the Nite Owl Theater special feature)

On the disc this was on, before the movie started there was a word (actually more than that) from the director. We apparently get him in his home with his wife (I did not check if this is factually correct),just to get a side character from the movie invading - or is it from the movie? If you find this funny, you're in for a treat with the movie itself (though do not expect nearly as much nudity as you get to see in this short).

You have to actually shut your brain off, not care about the movies actual intro (after we get to see quite a decent effect for a low budget movie),that edits the opening credits with a detective style throwback ... it tries to be funny but does not really succeed. What it does though from time to time (maybe) - it surprises you with some neat choices. Like making the female assistant be more macho than the detective himself. A nice touch, if you care enough. Otherwise very low production values but a nice throwback to claymation towards the end - does it make sense? No not at all - but if you are looking for that, you are way wrong here