Galaxy of Terror (1981) Retrospective

On a desolate, storm-lashed planet called Morganthus, the last survivor of a crashed spaceship is attacked and killed by an undead crew member. On Xerxes, another planet a very long distance away, two figures are seen playing a strange game. One, an old woman named Mitri, is identified as the controller of the game while the other, whose head is obscured by a glowing ball of red light, turns out to be an all-powerful mystic called the Planet Master. The two speak cryptically of things being put into motion, and the Master instructs Ilvar (Bernard Behrens), one of his military commanders, to send a ship to Morganthus.


Without delay, the spaceship Quest blasts off to Morganthus, piloted by Captain Trantor (Grace Zabriskie), a survivor of a famous space disaster that has left her psychologically scarred and unstable. As the Quest approaches the planet’s atmosphere, it suddenly veers out of control, slowly the captain realizes she can control the ship as to its approach to the planet, but still plunges toward the surface and makes a survivable landing. After recovering from the crash, the crew prepare to leave the Quest and search for survivors. Among the crew is a psi-sensitive woman named Alluma (Erin Moran). She and other team members have significant problems with pushy and arrogant team leader Baelon (Zalman King), who is unimpressed by Alluma’s inability to detect any lifesigns whatsoever.

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Crossing the landscape of the planet, they eventually reach the other vessel where they find evidence that a massacre has taken place. The rescue teams split into two and explore the craft. The discovery of more victims all but confirms the occurrence of a massacre. The team disposes of all of the bodies except one which they take back for analysis. Cos, the highly-strung youngest member of the team, becomes increasingly terrified of being on the ship despite being reassured by his seniors. This is the first instance that we see, that it is the fear of the individual crew members that are manifesting to kill them. A short time later, he is killed by a grotesque creature.


The crew discover that something from the planet pulled them down and, in order to escape, they must investigate. While Trantor, Kore (Ray Walston), and Ranger (Robert Englund) remain on the ship, Cabren (Edward Albert), Dameia (Taaffe O’Connell), Quuhod (Sid Haig), Baelon, Ilvar, and Alluma explore the planet. They discover a massive pyramid-shaped structure, which Alluma describes as “empty” and “dead”. They find an opening at the top of the pyramid and use a rope to slide Ilvar in; Ilvar is attacked by tentacles that drain his blood. They find an alternate entrance, though Quuhod breaks his crystal throwing stars and remains by the entrance. The throwing stars reform; when Quuhod picks it up, a piece breaks off and begins sliding through his skin, forcing him to sever his arm. However, his arm uses the remaining throwing Star to impale him.

The crew continue to search through the pyramid. When Alluma voices a desire to leave, Baelon refuses to allow it. An angered Dameia wanders into another area and discovers Quuhod’s severed arm being eaten by maggots. One maggot grows to giant size and proceeds to sexually assault and kill Dameia. Back on the ship, Ranger catches sight of Trantor on the security cameras as she spontaneously combusts. He races to save her, but by the time he reaches her, her skin has completely burned off. After discovering Dameia’s corpse, they head back to the ship.

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The remaining crew return to the pyramid. There, Baelon elects to stay behind and is torn apart by a monster. Meanwhile inside the pyramid, Alluma, Ranger, and Cabren are separated by moving walls. Alluma is attacked by tentacles which crush her head, while Ranger is attacked by his double. He manages to fend the double off, and it disappears. Deep inside the pyramid, Cabren discovers that Kore is really the Master, who has been masquerading as Kore on board the Quest. The Master explains that the pyramid is actually an ancient toy for the children of a long-extinct race, built in order to test their ability to control fear. He then announces that Ranger has succeeded in passing the test. Cabren is then forced to confront the creatures which attacked the crew as well as zombified versions of the dead crew, all of which he kills. Finally, Cabren kills the Master for causing the deaths of his crew, but becomes the new Master in his place.

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Corman had first encountered Marc Siegler, Bruce D. Clark when they were enrolled in the film program at UCLA in the late 1960s. The pair made a biker movie for Corman called The Naked Angels (1969) and one other picture, The Ski Bum (1971), before parting ways in the mid1970s. “We both got the itch around the same time to make films again,” Siegler says. “Bruce said he had just talked to Roger Corman. The first Alien had come out and was a massive hit, so Roger wanted his own. I told him to let me think about it for a while. A few weeks later, I came up with what became our movie.”

Siegler and Clark gave Corman a treatment called Planet of Horrors, about a team of space travelers confronted by their deepest fears on a remote planet. “I was really looking into the psychological motivations,” Siegler notes. “Examining the essence of fear, and how we create our own realities with that.”

Corman approved the project, and Planet of Horrors went into production in spring 1981 at the somewhat dilapidated former Hammond Lumber Company lot in Venice that housed New World’s studio facilities. Additional sets, including the planet’s surface and the exterior of the massive pyramid where much of the action takes place, were constructed at a soon-to-be-demolished Beacon Storage facility. According to Corman, the film was budgeted at approximately $700,000. Clark was signed to direct, with Siegler serving as co-producer. According to the latter, the duo ran afoul of Corman’s notoriously unpredictable temper almost immediately.

“We showed up one day, and suddenly we were fired from the film just before we were about to make it,” Siegler says. “Roger called us in and said that he knew from the start that he should never have hired us again (laughs)! That was on a Friday. Bruce, who has much less patience than I do, was ready to walk. But I talked to Bruce on Saturday and got him to give it one last try. Roger agreed to see us. Then he talked for a full 10 minutes, saying it was just fine that we were making this movie!” (“I don’t remember that at all,” Corman says when asked about this incident. “Maybe I blanked it out.”)

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As was his habit, Corman made the most of the standing spaceship sets by beginning production of his next celestial epic before Galaxy was even complete. Allan Holzman utilized the Quest sets over one weekend to film some initial scenes for his directorial debut, 1982’s Forbidden World, and Fisher also made arrangements to shoot a commercial for Star Bar candy during production. “We had to have the chocolate bar floating in space,” says DeCoteau. “Roger had spent all this money on special effects equipment, and he wanted to put it to use.” Englund swears he even saw a German watch commercial that was lensed on the same sets.

Despite the low budget and short shooting schedule, filming went fairly smoothly, and Corman was pleased with the results. “Battle was obviously a bigger, more expensive picture, and probably a better one,” says Corman. “If you compare the $ 2-million Battle with the $700,000 Galaxy of Terror, Galaxy doesn’t quite equal the other film, but it capitaine+l_gion d'horreurcomes close.

“Now, Bruce was a very good director,” he adds. “When I looked at the dailies, and then I looked at the special effects footage from the 2nd unit, I said, ‘Bruce is doing a very good job, but Jim is doing an outstanding job with the 2nd-unit stuff.’”

The producer was not, however, sold on what to call it. The film was shot under the working title Quest (which Corman thought would be more appealing to the actors), and initially released in summer 1981 as both Planet of Horrors and Mindwarp: An Infinity of Terror, to somewhat disappointing results. It eventually went out that October as Galaxy of Terror-but no matter what it was called, critics generally disliked the film. Variety described it as “nothing that couldn’t have been improvised by a bunch of 12-year-olds.”

The problem most reviewers had with the film was that it was muddled and confusing in parts. The scientific terminology and exotic character names (Alluma, Baelon, Quuhod) make the dialogue hard to follow, and the somewhat chaotic opening sequences left both the cast and viewers scrambling to keep up. The heady themes in Siegler’s script were simply no match for the frantic pace of production at New World. “The pressure was severe,” Siegler says. “We were cutting pages as we were racing around, frantically trying to get a film that would at least cohere, much less play well. We were in the midst of an avalanche, just trying to keep our heads above the film.”

The actors (decked out in modified thermal underwear) were left on their own to try and flesh out the characters and their relationships. As a result, the performances are all over the map, from Walston’s inscrutable turn as a mysterious cook to Blessing’s shrieking hysterics. “Everything in that movie is like a kabuki performance,” DeCoteau notes. “Nothing is subtle, and everybody is so amped up.”

“There were scenes that we shot that didn’t wind up in the movie, and some stuff in the script that we didn’t shoot,” Englund says. “We sort of had to make up which characters were friends, and who we didn’t like, and who we were subordinate to. We weren’t upset about it or anything, but we were a little worried about the film not making sense.”

Skotak Production Art
Skotak Production Art

The words he was given to speak proved to be too much for Haig, who insisted that he play his character almost entirely mute. “I told them I wanted to do it without dialogue,” Haig says. “Roger asked me why, and I said, ‘Have you read it?’”

Despite the hectic shooting conditions, the cast bonded quickly. “Nobody walked in and nominated themselves cast asshole, as is often the case,” Zabriskie says. “Everybody got along pretty well.”

While Galaxy of Terror served as a springboard for a host of new talent, it also marked the end of an era for New World and Corman. The changing economics of the film industry were putting downward pressure on budgets, at the same time the distribution model was being upended by theater consolidation and home video. Sets, models, footage and even sound FX from both Battle and Galaxy were soon being recycled in other New World projects.

“Roger would always incorporate parts of Galaxy and Battle in his movies,” Bain says. “We would dig up anything we could. We were always reusing the sets, the footage—even the costumes.” A few years later, Corman sold New World to a cabal of attorneys and industry executives, and formed New Horizons.

New World exec Mary Ann Fisher presented the treatment to Robert Skotak and the New World FX team for their input. “Mary Ann was really the one who was trying to keep work coming into the effects studio,” Skotak says. “She approached me with Planet of Horrors and asked if it was worth doing. We decided to make some drawings of what the ‘horrors’ would look like.”


Skotak was later assisted by Cameron in developing these initial illustrations of the sets and creatures to sell Corman on the film. “The ideas in the script were very esoteric,” he adds. “The terrors were all psychological. We spent a lot of time getting the project shaped up so that Roger would make it, including reworking the horrific and visual ideas in the script. Jim and I spent a couple of days more or less locked up in a room, brainstorming the kinds of things we found frightening.”

New World exec Mary Ann Fisher presented the treatment to Robert Skotak and the New World FX team for their input. “Mary Ann was really the one who was trying to keep work coming into the effects studio,” Skotak says. “She approached me with Planet of Horrors and asked if it was worth doing. We decided to make some drawings of what the ‘horrors’ would look like.”

Cameron is largely credited with helping to create its visual palette. He had entered the New World universe on Battle Beyond the Stars, toiling as a model maker and art director, and had impressed Corman with his creative use of Styrofoam McDonald’s containers on that film’s impressive sets. On Galaxy, he took the reins as 2nd unit director, helming the majority of the live-action mechanical FX sequences. By all accounts, Clark and Cameron generally got along during the production, but it was clear that Cameron was independent-minded and had his eye on piloting his own projects.

“He would come up with wonderful sketches for sets that were impossible to build, given that we had no money, no time and very little crew,” Siegler says. “It was obvious he was a creative, bright guy, and very confident. And not much interested in listening. So that was a mixed blessing, to have somebody strong and creative like that on the film, but not be able to realize all the ideas he was coming up with.”

Skotak was later assisted by Cameron in developing these initial illustrations of the sets and creatures to sell Corman on the film. “The ideas in the script were very esoteric,” he adds. “The terrors were all psychological. We spent a lot of time getting the project shaped up so that Roger would make it, including reworking the horrific and visual ideas in the script. Jim and I spent a couple of days more or less locked up in a room, brainstorming the kinds of things we found frightening.”

Skotak and Cameron created a design scheme for the film that very much recalls Alien (and, to a lesser extent, Mario Bava’s Planet of the Vampires), combined with the New World team’s own ideas. The film has a very dark look that anticipates the approach used in later Cameron projects like The Terminator and The Abyss. “We all said during the making of it that it was a film about corridors and tentacles,” says actress Grace Zabriskie, who plays Trantor in Galaxy.


“It was a sort of biomechanoid language, with the kind of textures you’d find in H.R. Giger’s work, but we were trying to put our own stamp on it as well,” Skotak says. “Which was a little hard to do when we were so obviously asked to emulate Alien.”

“It looked like a million-dollar set,” says Robert Englund, who made one of his first genre appearances in Galaxy. “Someone had gone out and gotten a bunch of Styrofoam hamburger containers. They’d turn them upside down, glue them to the ceilings of the corridors and spray-paint them flat black. It looked phenomenal.”

Equally impressive was the massive pyramid, which rose nearly to the ceiling of the Beacon warehouse. “That thing was huge,” says co-star Sid Haig. “It was like two stories high. It was made out of papier-maché or something, so you had to be careful where you stepped.”

Whitney Scott Bain, another production assistant on the film, says that other parts of the Galaxy sets were cobbled together from leftover Battle props, construction materials and whatever else the crew could get their hands on. “Don Jackson and I were stealing bags of sand off Santa Monica beach,” he admits. “Don kept freaking me out, saying, ‘You can go to jail for this!’”

If Galaxy is remembered today, it’s because of its graphic deaths and FX sequences-all accomplished on a significantly smaller budget than New World’s previous space opera. “Battle was 15 months of work,” Skotak says. “We had a lot of that same equipment, but we were given about six months to do Galaxy, from rewriting the script to building the sets to doing all the effects. Battle started out pretty chaotically, but Galaxy was better organized, because Jim and I had worked on the script to try and create things we’d be able to achieve. We wanted to avoid the chaos of Battle.”


While Skotak’s team handled the miniatures and visual gags, Shouse supervised the gore, creatures and other makeup illusions, backed up by Apone’s Makeup & Effects Laboratories (MEL). Some of the more memorable sequences included a piece of crystal moving underneath the skin on Haig’s arm, Zabriskie being burned alive and Blessing being devoured by a large insect (called the “back jumper”). Most of these gags were accomplished very simply. “When you work for Roger Corman, you have to be very inventive,” Shouse says. “It’s the greatest training ground.”

That crawling crystal shard gag, for example, was achieved using a piece of monofilament and a layer of dental dam that had been wrapped around Haig’s forearm. When King is disemboweled, Shouse reveals, the effect was created by pulling open a bag of chitterlings, sausage casings, oatmeal and fake blood. Moran’s memorable head-squashing was originally supposed to be less gruesome, but the sequence was changed at the last minute, and the MEL team devised the contracting “tunnel” that kills her.

“That was an overnight job,” Apone says. “We used inner tubes and a sauna tube as the corridor. The whole thing just inflated in to crush her.”

One story frequently told about Galaxy is that Cameron electrified the maggots seen crawling on Haig’s prosthetic arm to get them to wiggle faster, but Shouse says that didn’t happen. “First of all, they were mealworms, not maggots,” he notes. “When you have them under the hot lights, they want to get out of the light, so any kind of bug is going to wiggle pretty fast.”


According to Apone, the confusion stems from a separate shot of the worms in which Cameron did use electricity, just not on the severed arm. “He wanted to have a sequence where they moved a little faster,” Apone says. “We built a platform for them to be on, and a relatively mild current was put through it. It was just a shot of the worms on their own.”

“Maggot Rape”
Galaxy’s most notorious sequence, though, occurs just after Haig’s demise, when O’Connell is sexually assaulted by a giant maggot, dubbed “Maggie” by the crew. “I said that among the fears I wanted to show, I would like to have one scene where we have a good-looking girl, and her fear is sex,” Corman explains. “The monster that attacks her should have those characteristics.”

“He wanted something heavily charged and sexual,” Siegler adds. “This was really upsetting to Bruce and me, because we didn’t want to do gratuitous, violent sex. I heard that Roger was really into Freudian psychology. I thought, ‘If we have to do this, let’s make it so extreme that it’s absurd.’ I’ll give him some Freud-I’ll give him the biggest worm I can come up with.”

For her part, O’Connell didn’t quite know exactly how the maggot scene was going to play out, but she was aware of it from the point she was cast. “I thought I had done this great reading,” she recalls. “Bruce walked up and said, ‘Do you know why I gave you the role?’ I was waiting for him to say that I was this riveting actress. He said, ‘I loved the twinkle in your eye when I talked about the maggot scene!’”

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Apone and his team built Maggie around a crane with a self-leveling platform at the top, so that Apone himself could lie in the head and operate the arms. Two operators at the base could make the maggot rear up and move left to right, while the remaining arms were controlled by cables. “They were building the sets on an elevated floor, and I told Jim (Cameron) that they needed to rate it at about two tons to hold the maggot.” Apone says. “On the first day, we were running through a rehearsal, and I was in the head. And the maggot went through the platform. It was only an 18-inch drop to the stage floor, but the whole thing toppled on its side with me at the top.”

Luckily, there were no such accidents during filming. “It weighed over a ton,” O’Connell remembers. “There were a few times I had to roll out from under it—whoa, there goes the maggot! But they did everything they could to make me comfortable.”

R.J. Kizer, one of three editors of the film. Kizer reveals that the originally filmed version of the “Dameia” (O’Connell) character’s death scene changed significantly as the movie was made. The initial writing of the scene had the maggot only stripping and consuming a topless Dameia, but producer Roger Corman had promised financial backers of the movie a sex scene involving O’Connell, so he merged the two ideas together. His re-write of the scene had Dameia reacting in terror when confronting the 12-foot long creature, an “id monster” created from her own mind complete with tentacles, but having the terror give way to forced sexual arousal as the monster strips and rapes her. The re-written scene included full nudity and far more explicit sexual content, including simulated sexual intercourse, and ended with Dameia moaning provocatively, covered in excreted slime, and being driven to an orgasm so intense it kills her.

After informing director Clark and actress O’Connell about the changes and having both of them balk at participating in the more sexually explicit scene, Corman decided to direct the entire scene himself. He hired a body double for O’Connell to shoot the full-nudity sex sequences, although O’Connell ended up in front of the camera for most of the final scene. The completed film was submitted to the Motion Picture Association of America film rating system (MPAA) for review. The sexual content of the scene was considered graphic enough by their standards that it was given an X rating, which was generally given only to the most sexually explicit films.

Kizer then made a number of very small cuts to the scene. In the interview, he stated that the cuts involved either very brief shots of O’Connell’s face as her character expressed “rhapsodic and ecstatic” looks that too clearly indicated forced arousal and pleasure at being raped, or lewd “humping” motions made by the giant worm while the nude Dameia is ensnared in its tentacles underneath it, motions that obviously simulated sexual intercourse occurring between the two. None of these cuts were longer than one second in length and most only a few frames, and none altered the sequence of the scene. However, they were enough to avoid the X rating for the film. The visuals of the final released scene in film and VHS versions (later DVD and Blu-ray disc as well) combined with O’Connell’s verbalization still leave no doubt as to what happens to the character; in fact, the scene was still too explicit for many countries, who either required it be deleted or denied the film a release entirely. All authorized later releases of the film in Europe, America and elsewhere contain the scene in its final, R-rated version. The X rated clipped materials themselves were lost over time and are not included as part of the new DVD/Blu-ray Disc release or any other release of the film. The film’s trailer, which still exists online, shows what may be an unaltered view of one of the full nudity shots, containing a slightly different aspect than the one in the final movie


Directed by
Bruce D. Clark
Produced by
Roger Corman
Written by
Marc Siegler &
Bruce D. Clark

Edward Albert as Cabren
Erin Moran as Alluma
Ray Walston as Kore
Taaffe O’Connell as Dameia
Bernard Behrens as Commander Ilvar
Zalman King as Baelon
Robert Englund as Ranger
Sid Haig as Quuhod
Grace Zabriskie as Captain Trantor

Production Design
James Cameron
Robert Skotak

Makeup Department
R. Christopher Biggs prosthetics fabrication (as Chris Biggs)
Larry S. Carr … prosthetics fabrication (as Larry Carr)
Sue Dolph … makeup artist
Alec Gillis … prosthetics fabrication
Karen Kubeck special makeup effects artist: assistant makeup artist
Iya Labunka … prosthetics fabrication
Kenny Myers … first assistant makeup effects (as Kenny Meyers)
Tom Schwartz prosthetics fabrication
Thom Shouse special makeup effects supervisor
Peter Tothpal … hair stylist
Brian Wade … prosthetics fabrication
Allan A. Apone special makeup effects artist (uncredited)
Kevin Shanks effects makeup assistant (uncredited)

Special Effects by
Allan A. Apone mechanical effects (as Al Apone)
Steve Neill … mechanical effects
Rick Stratton … mechanical effects
Douglas J. White mechanical effects (as Doug White)
Kevin Shanks special effects assistant (uncredited)

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