The theater was mostly empty, with only a handful of other guys with no money and no girlfriends and a few sci-fi couples who had come to watch it because they were fans of the genre. We thought we were going to get something close to “Conan” but with a hot babe. Instead we got Lana Clarkson making GIMP history.

The movie opens with Dawn Dunlap gathering flowers by a gentle stream. Peaceful. Tranquil. Birds chirping merrily. Then the mood music starts and you know something bad is about to happen. Sure enough, she’s quickly snared by a band of men who loosen her bodice, expose her breasts, and fondle her tits. One of them loosens his belt and a rape is implied.

Now, I should point out that, whoever did the voice-over work in the studio must've had a sense of humor, because his evil-guy dialogue consists of something right out of a 60’s motorcycle gang movie, complete with thick Yosemite Sam smoker’s voice. “C’mon! Put it to her!” “There, there, sweetheart! Ha! Ha! Ha!” So, ok, now we have an idea of what we're going to be watching for the next hour or so.

Next, we cut to a peaceful village. Now, if we've learned anything by now, it’s whenever something is peaceful, something bad is about to happen. And that’s exactly what happens.

A beautiful woman (Susanna Traverso) is in a hut with a handsome man, painting his face. Based on shots of stacks of rotisserie chicken and dangling fish, we're supposed to believe a great feast is about to take place. Turns out, the beautiful woman is preparing the handsome man for a wedding (but not his). In a playful moment, he pulls away the leather cup of her top and draws a dark circle of paint around her nipple. She smiles demurely and looks away.

Cue the shot of the exterior of another hut. A dubbed-in voice declares “His majesty! Prince Argon!” and out steps a muscle-bound dude with Hollywood teeth and a California haircut. Sure enough, he sounds like he would be more at home on a surfboard than in a peaceful village but hey, this is a low-budget movie, so we can't be picky. At least he has muscles.

From this point on, I sort of lost interest in the male characters completely, since every female character shown so far had ended up topless in some capacity. The men were just there to give the women a reason to be topless. And right about the time I made that decision, we get Barbarian Queen Lana Clarkson. In a bathtub. Topless. Being scrubbed by Katt Shea.

Oh mama.

It’s like a strip tease. The water level is just above her bust-line and I'm waiting, just waiting, for the water to part like the Red Sea and show me the goods. But alas, no such luck. Instead the camera switches back to Dawn Dunlap, now tied and gagged and held captive by the two men who spill more bad dialogue like “Hold still, girlie. Let me get these ropes nice and tight! Ha! Ha! Ha!” Since this is a nude scene, I'll throw in another vidcap.

Turns out Dawn Dunlap is the bride’s (Clarkson) sister, so Katt Shea goes off looking for her. Remember what we learned about peace and tranquility? Right about then, the peace and tranquility of the village is broken by marauding soldiers of the king, who pillage and rape and pillage some more. During the raid, the prince is captured, and we get one more shot of Dawn Dunlap’s breast as she witnesses the destruction of her home and the slaughter of her people.

One of the attempted rape victims is Traverso, who gets her top ripped off just like Dunlap.

And right about then Barbarian Queen Lana Clarkson comes along, skewers the bad guy, sword-fights a bit more, and, after setting her own hut on fire to scare the marauders away, the two women escape into the forest.

Cue the sad music as the prince watches his bride’s hut burn and the villagers are led off as prisoners, along with dubbed in dialogue like “Move it, slaves! Or we'll cut off your legs!” Once the marauders have departed, Katt Shea returns and meets up with the Barbarian Queen Lana Clarkson, who vows that any man who ruins her wedding day will face her wrath! Or something like that.

As the two women prepare for departure, along comes Traverso, who killed the man that had captured her, and as compensation for her going to the trouble of killing him she took his horse, his money, his food, and his weapons. Now armed and fed, the women decide to track the marauders and seek revenge together. So begins the journey of our three heroes in an outrigger canoe.

Not far down the river, they come upon the vanguard of the marauding army, where the soldiers have tied one of the attractive female captives to the gate of their corral. We don't actually see the torture, just the aftermath.

When a soldier moves in to steal a kiss from the dying woman, the Barbarian Queen Lana Clarkson sneaks up and skewers his throat. Because, you know, you don't ruin the Barbarian Queen Lana Clarkson’s wedding day, and you certainly don't steal kisses from young women, without paying the price. With your life!

A sword fight ensues, of course, and lo and behold the trio manages to rescue Dunlap, who is in some sort of PTSD word of child-like innocence, completely out of touch with reality. Barbarian Queen Lana Clarkson declares “I'll be no man’s slave and no man’s whore! And if I can't kill them all, by the gods they'll know I've tried!”

The women, now enriched with horses for all, proceed on horseback towards the king’s land. Along the way they are stopped by highwaymen. But before blood is shed, the two parties realize that they both fight the king and they agree to join forces. Barbarian Queen Lana Clarkson inspires them with her words of wisdom: “Let’s go!”

Some unimportant stuff happens as the Barbarian Queen Lana Clarkson meets the leaders of the rebel group and talks strategy. The rebel leader says their group isn't ready to fight, to which Barbarian Queen Lana Clarkson replies “We honor your cause, but our battle can't wait!” So she slips into a disguise and sneaks into the city for a little recon, along with Shea and Traverso. While she’s skulking about, she learns the fate of her groom. He’s now a gladiator, slated to fight for the king in an upcoming contest. Meanwhile, Dunlap decides that being a homeless rebel sucks, so she runs off towards the king’s palace, to become a concubine to the king (or at least someone with money). As Shea goes looking for her, she gets accosted in a dark alleyway by a couple of soldiers, stripped, and raped.

As the guards are dragging her towards her future as a slave, Barbarian Queen Lana Clarkson is lamenting how she can't follow her sister into the palace, can't get to Argon, but “I can do something about this!” and a sword fight ensues. Naturally, you don't go into the king’s house and try to push him around, and Traverso and Barbarian Queen Lana Clarkson are captured. Traverso is brought to the king in his interrogation cell, where he demands to know information about the rebels. “I'm no rebel!” Traverso declares. And I totally agree with the king’s response: “You're much too beautiful a girl… to allow yourself to be broken… into food for the royal dogs! (evil sneer)” She’s then threatened with a torch and bad clichés, including the classic “You'll tell us… everything” taunt, but since there’s no nudity (which totally baffles me. Why wouldn't you strip a beautiful girl naked since you have her under your control?) I didn't bother with a vidcap. However, shortly after this, the king pays Barbarian Queen Lana Clarkson a visit. The king demands to see her with her clothes off. Barbarian Queen Lana Clarkson declines. So how does the king end a stand-off? With brute force, of course!

Cut back to Traverso, who is still being threatened with a torch by a guard. She manages to free her hands and attempts to escape, only to be stabbed as soon as she’s out of the camera’s view. It’s a shame, really, that even now she doesn't do any more nudity. At the time, I thought she was the hottest girl of the bunch, because up until now she'd shown the most skin and had the best body. Ok, I'll admit, I have a thing for brown-eyed brunettes with Latin skin and American teeth. But c’mon! She'll let a guy paint her nipple but she won't go topless while tied to a pole? When she was killed, I almost walked out of the theater. They'd killed their best girl! I really didn't see much else in the film worth sticking around for. But I had nothing better to do, so I stayed. And boy was I glad later that I had.

Like a student stuck in a class he hates, I sat there, not really paying attention, just waiting for things to play themselves out. Sometimes you just have to let the clock expire.

Meanwhile, as I'm lamenting Traverso’s demise and the lack of her potential nudity, Katt Shea had managed to get herself disguised as a whore and sent to the gladiator pre-tournament orgy, which wasn't really an orgy in the sense of a “Spartacus” orgy, or even a “Caligula” orgy. More like a pleasant dinner party where a woman walks by topless from time to time.

So Shea’s hunch pays off and she links up with Argon and one of his warrior men. So now what? Now we watch the rebels lament their lot in life and how their dreams have been crushed and how much being a rebel peasant sucks.

Meanwhile, the 1% is having a party of his own, with Dunlap, who desires to bed the king in exchange for a cat to play with. “A cat you shall have!” the king declares magnanimously, as he rips a duvet off his bed to reveal a naked woman underneath. “Away with you!” he declares, because that’s what kings do. They declare. And the king declares that his soldier may do with the former concubine as he wishes.

Ok, now I have to interject something here.

When I first saw this movie in the theater, this next scene opened with a nice close-up of Barbarian Queen Lana Clarkson’s bosom in all its glory. I gave a silent “Thank the gods! She is truly blessed!” My spirits arose, as did other things. This scene survived the transition to VHS (which I bought at my first opportunity) but it did not survive the transfer to DVD (boo!). The way this scene originally unfolded is that you see a close-up of her bosom, then a silver hand with a needle protruding from the pointer finger falls into the frame and pokes her left nipple, she gasps and pulls away from the needle, and the camera shifts to the torturer’s glasses where his eyes open wide in wonder and amazement, much like my own did. Then another close-up of her breast being poked, and again the torturer’s eyes bug out in wonder and amazement.

Instead, with the DVD transfer, you get one close-up of the torturer’s eyes, then the scene opens to Barbarian Queen Lana Clarkson bound to the rack, where the camera pans back to show that she’s topless with a silver hand bobbing casually against her breast. It’s still a great scene that lasts a good amount of time, but when you know what you're missing, you can't help but feel a little cheated.

I've watched this scene so many times I almost have the complete thing memorized. “You must learn not struggle,” the torturer tells her. “Every time you move, the machine gets tightened, so you don't want to move any more than you have to. I made this all myself. It’s very ingenious, don't you think? Here, watch.” He presses a lever and a series of beams and springs bounce around in a Rube Goldberg contraption, causing the hand to descend and prick her nipple, causing her to gasp and flinch, causing the machine to tighten. “No fuss, no muss, no bother. No unsightly blood splattered all over the room.” He pauses as the hand continues to poke Barbarian Queen Lana Clarkson’s breast. “Awwww. You don't look like you appreciate science!” He lifts a glass of water towards her. “Here. Drink some?” As he holds the glass just out of reach of her mouth, she leans forward, causing the needle to prick her again. She gasps, then falls back against the machine and exhales in frustration. “No manners at all. Well, I'm not one to… torture… somebody.” He lifts the glass again, and again she is poked. “You must learn to say please. You must learn to say all sorts of things. Like, how you got into the city. And what you came here for…”

“Please, allow me to interrupt,” the king declares as he enters the room. “She has nothing to say to us?”

“She’s a strong one,” comes the reply, after he tightens the rack, drawing a long moan from Barbarian Queen Lana Clarkson.

“You've broken stronger.” The king notices Barbarian Queen Lana Clarkson staring at his newest concubine. “You don't know her, do you?”

“No,” Dunlap replies, because the last thing she needs is to have the king take her pussy away.

“I expect answers by the morning!” the king declares, then turns on his heel and exits the dungeon.

“You heard His Excellency,” the torturer says to his captive as he slides his hand onto the unpricked boob, to which Barbarian Queen Lana Clarkson lets out a battle cry and tries to bite his hand.

End scene.

Fast forward through the gladiator scene if you want, but you'll miss a great line. “There’s a reason for fighting, and entertaining a tyrant isn't it.” I wonder if the MMA fighters know that.

Now back to Barbarian Queen Lana Clarkson, still on the rack, where the torturer has decided that she’s a fine piece of ass and he’s going to take advantage of the situation. He’s already stripped away her little black g-string (not that we see anything but a bare hip) and so he drops his trousers, hops up onto the rack’s platform, and gets down to business.

But remember, Barbarian Queen Lana Clarkson is no man’s whore.

Using her superior… um… pelvic muscles, she clamps down onto the torturer’s… um… longsword and refuses to let go. “Free my hands!” she demands, to which the man quickly agrees, because the last thing he needs is to lose his longsword to a woman.

Once she’s freed, she kicks him backwards into a vat of acid, where he burns to death.

End movie.

Ok, not really, but end all the good parts of the movie, because there’s no nudity, no GIMPage, and no painted nipples after this. Just a frenzied rebel mob, escaped gladiators, a dethroned king, and a cheering Barbarian Queen Lana Clarkson.

It’s tragic, really, that Lana Clarkson’s career didn't take off after this. Out of all of the actors, only two, in my opinion, had any talent. Lana Clarkson was one. Tony Middleton (the torturer who gets kicked into the acid bath) is the other. I've always believed that a good victim needs a good torturer for a scene to work, and Clarkson and Middleton show that in this film. Go back and look at all of the vidcaps I posted here of every single nude scene up to the dungeon scene. Are any of those memorable? No. Why not? Because the villains were unremarkable. But in the dungeon scene, Middleton voices his character to the hilt (literally). It’s a shame there wasn't more demand for good villains, because Middleton would've had a great career as a character actor. Barbarian Queen Lana Clarkson did some superhero work for Roger Corman, made another Barbarian Queen movie that had nothing to do with the first one other than involve having her in a rack scene not once, not twice, but three times! That makes it worth a watch or two if you're up for it. And, of course, any Barbarian Queen fan knows exactly how much of a bastard Phil Spector is for taking Lana from us.

As a movie, Barbarian Queen is a C at best. It’s only redeeming value is in the two rack scenes, which lift it up to a B minus overall. If only Roger Corman had found a way to make the entire thing be an hour-long rack-fest with Barbarian Queen Lana Clarkson naked (or nearly so), I'd give it an A.