The Astounding She-Monster (1957)

Not gonna lie, but, the movie that follows doesn’t really merit, or ever earn, the gloomy tone of our pissy narrator as he pithily recounts the occurrence of the Big Bang and the universe that sprung from it.

He then continues, speculating on how this new universe might’ve been built on the ashes of an old one. And how the triggering cosmic boom was most likely the result of sentient beings dickering into powerful elemental forces they weren’t meant to dicker with, but then dickered with them anyway, utterly destroying everything that had been known before.

And now, as the narrator continues, we’ve come full circle as a consortium of alien races in the “Galactic Council” fear the planet Earth, which has just entered the Atomic Age, will most likely cause another one of these genocidal cosmic suicides if left unchecked.

Thus and so, in the distant Antares galaxy, near a star of the 12th magnitude, a “meteor” is launched toward the Earth, carrying an emissary with a message from the Galactic Council. What this message is, well, despite what the doom-saying narrator thinks, we’ll try to keep an open mind as the flaming match-head meteor rockets into our solar system (-- and desperately tries to stay lit).

Unfortunately, someone forgot to carry the two when plotting the route and landing zone. So instead of landing at the U.N. in New York or Washington D.C., the meteor crashes -- sorry, “lands” -- somewhere deep in the San Gabriel mountains of southern California. 

And from the impact crater emerges the Antarian emissary, which appears to be a female humanoid, topped off with a ridiculous hairdo and an exceptionally thick, v-shaped unibrow, decked out in a tight silver spacesuit that gives off a phosphorescent glow, which, turns out, is also highly radioactive -- just ask the snake she just roasted.

With no one to greet her, the alien creature (Kilpatrick) -- now let’s be generous and say she’s adjusting to Earth’s gravity -- rubberlegs it into the forest to find some signs of intelligent life.

Meanwhile, in Brentwood, two hoodlums by the name of Nat Burdell (Duncan) and Brad Conley (Brown), along with Burdell’s lush of a girlfriend, Esther Malone (Tatum), ambush wealthy socialite Margaret Chaffee (Harvey), kidnap her, and leave a stout ransom demand for her safe return in the woman’s abandoned Cadillac.

They then head into the mountains to hole-up in their hideout until her father pays up. All the while, our narrator blathers about the sins of the idle rich, insinuating the victim maybe had this coming. 

But on the way, Conley swears he saw a glowing naked woman wandering around in the woods -- and so startled was he by this sight, the kidnapper runs their car into the ditch, snapping the front axle.

Stuck and thus, they release Margaret from her bonds under threat of violence and head toward the only light they see. This light turns out to be the secluded cabin of Dick Cutler (Clarke), a geologist, who is scouring the area for precious minerals and uranium deposits. 

Earlier, Cutler saw what he thought was a meteor hit nearby, and had planned to investigate further in the morning. 

Well, he was until Burdell bursts into his cabin, gun drawn, and demands the keys to Cutler’s jeep. But Cutler warns the headlights don’t work, and he wouldn’t recommend trying to navigate the old fire-road in the dark. 

No fool, Burdell then brings the rest of his party inside and instructs Conley to see if he can fix the jeep. But Conley, still jumpy after his close encounter, claims he doesn’t have the right tools for the job. 

He then spots the glowing girl again, spying on them through a window -- her incandescence giving the illusion she’s gone nudie. 

However, no one else sees her before she ducks away, and Burdell fears his partner is coming down with the delirium tremens just like Esther, who is currently guzzling every ounce of liquor she can find in the cabin to quell her own demons.

Insisting on what he’s seen, Conley at least earns permission to go out and catch this phantom girl to prove he's not crazy. Outside, he finally runs into the Antarian, face to face, realizes she isn’t human, panics, opens fire, empties his revolver, but the bullets have no effect on the alien.

Worse yet, the Antarian responds to this naked act of aggression with prejudice, seizing the man by the throat, and this contact seems to instantly kill him. Then, as this disastrous first contact concludes, I’m thinking it really doesn’t matter anymore if the alien’s initial intentions were friendly or not…

A person can’t be blamed for assuming Edward D. Wood Jr. was responsible for The Astounding She-Monster (1957). But while all of Wood’s easily identifiable earmarks are all present and accounted for, from the over-packed and nonsensical script, to the cynically taciturn narration, to the circular plot logic, to the glaring continuity errors, to the stock-footage abuse, to the stilted dialogue, to the static direction, to the boneheaded execution of the special-defects, no, the credit (or blame) for this wild and woolly turd-burger of a movie goes to someone else.

And though I still contend Wood’s fingerprints are all over this thing, which we’ll be addressing in just a few paragraphs, depending how far I stray off course, this magdumb opus was shepherded into existence by another legendary cheapjack filmmaker, Ronald V. Ashcroft.

Hailing from New Bedford, Massachusetts, Ronnie Ashcroft first got into show business around 1941, working in the publicity department of 20th Century Fox’s New York office. Soon heading west with dreams of becoming a cinematographer, this career arc met a premature death when Ashcroft learned it was a helluva lot cheaper to join another union.

“His sights were set on becoming a cameraman until he learned it would cost him $1000 to join the union,” noted B-movie historian Tom Weaver for Fantastic Films (No. 43, January, 1985). “When he discovered he could join the editor’s union for a mere $250, his career took off in a different direction.”

And so, a film editor Ashcroft became, starting with an apprenticeship with Harry Sherman Productions, cutting on several Hopalong Cassidy westerns, before switching to Paramount in 1944. Then in 1945, Ashcroft found a steady gig cutting trailers for the National Screen Service, which had a contract with nearly all the major and minor studios at the time to produce promotional trailers, posters, and other advertising materials.

And during the eleven years he worked at the NSS, Ashcroft wasn’t just cutting film either, but also worked in sound editing, foley work, and dubbing in sound effects. And while doing the audio-mixing on a couple of Roger Corman’s early pictures for American International, including Apache Woman (1955) and The Day the World Ended (1955), Ashcroft, seeing where the money was really being made, got the itch to follow Corman’s blueprint, strike out on his own, form his own production company, and take a shot at making his own independent features.

Edward D. Wood Jr. 

Enter Ed Wood, whom Ashcroft had met through their mutual drinking buddy, Keene Duncan.“I met Eddie at the home of my good friend Keene,” testified Ashcroft in Rudoph Grey’s outstanding oral history A Nightmare in Ecstasy: The Life and Art of Edward D. Wood Jr. (1992). 

A former western and serial star, Duncan now eked out a living as a heavy and character actor with the side gig of being a trick-shot artist. “He always played the heavies,” said Ashcroft. “Keene had been under contract to Republic Pictures for years and was known and billed as ‘the meanest man in the movies.’”

From there, Ashcroft had edited the film Wetbacks (1956), a melodrama about smuggling illegal aliens via a down-on-his-luck fishing boat captain, which had been written by Wood. These three then conspired Outlaw Queen (1957), a no-budget western, which Wood wrote (-- as Pete La Rouche), Ashcroft produced (-- with a little help from Cy Roth), and Duncan took a supporting role, acting alongside noted band leader Harry James, Andrea King, and future The Astounding She-Monster co-star, Robert Clarke.

“James wanted to be a western star like John Wayne,” Clarke recalled to Anthony Petkovich for Psychotronic Magazine (No. 18, Summer, 1984). James would be making his screen debut as a leading man, playing a trail boss who falls in love with the leading lady. “Of course, he had no chance of doing that any more than John Wayne could play the trumpet," said Clarke.

“The money they offered wasn’t bad,” King recalled with a laugh (-- quoted from The Official Andrea King website). “And I adored Harry and [actress Betty Grable, who was James’ wife at the time], so I agreed to do it.” Unfortunately, Andrea also admitted that her worst fears about the film were realized. “Harry just wasn’t up to playing the part. He was charming and great fun to work with, but I’m afraid that was it.”

Now, Outlaw Queen is kinda hard to see, I failed to find it streaming anywhere, and whose plot from what little I dug up sounded like the usual Woodsian folderol wrapped up in some rather progressive social commentary on gender roles. Alas, the film blew its meager budget during production and then tanked, and then essentially disappeared. And what little profits there were was soon cooked out of the books by the distributor, Global Releasing Corp, which pretty near bankrupted Ashcroft and Associates Inc. after only one film.

Undaunted, Ashcroft was determined to try again, and as soon as possible, too, or face total insolvency. Since his western had failed spectacularly, he decided to take a shot at the other popular film trend of the era and make himself a low-budget creature feature -- and an extremely low-budget creature feature at that.

Once again he would follow Corman’s blueprint, borrowing heavily from what he’d seen in The Day the World Ended: small cast, an isolated location, essentially one set, and a roaming radioactive monster. And if he could stick with that formula, Ashcroft figured he could get his next feature in the can in seven days for around $50,000.

As to what he would shoot, Ashcroft cooked up a notion of a titillating female alien sent by the intergalactic United Nations to deliver an ultimatum to Earth -- thus, liberally borrowing a few ideas from The Day the Earth Stood Still (1951), too, I’d wager. A film he’d initially planned to call The Naked Invader because, sure, why not?

“The thought was that when this ‘girl’ arrived from outer space she would glow, and at first it would appear that she had no clothing,” said Ashcroft (Weaver, 1985). “As the story developed, you found out that she had a skin-tight coat of mail, or suit of armor -- metal from outer space, which, upon arrival, became poisonously radioactive. She wanted to be friendly but it was a reverse action and she’d kill the folks.”

Ashcroft then turned this idea over to his friend, Frank Hall, to fatten it up, who added the terrestrial kidnapping caper to add a tempest without / crisis within element to the extraterrestrial shooting script.

According to the IMDB, this film would be Hall’s singular contribution to cinema. Personally, I have a pet theory that Hall might’ve been another non de plume of Wood’s, who’d earned a bit of a reputation by then and had to hide under several aliases. Maybe, maybe not. Well, probably not. But I’d bet my copy of this DVD that Wood did an uncredited assist on the story, with a promise to eat it, too, if someone can definitively prove he didn’t. And given the evidence playing out on screen, good luck with that.

Either way, Ashcroft was still about forty-nine thousand and 846 dollars short on his proposed budget. Desperate, the producer would leverage his home furnishings into a $2000 loan from a financing company, as well as personal loans from several friends for an additional $1000. Ashcroft also secured a tentative loan of $5000 from Ted Ticklin, a financier who helped out one-lung productions for a percentage, only there was a catch. Ticklin demanded to see some rushes before committing any money to the deal. And so, if he didn’t like what he saw the financier had an out clause.

Also taking a few deferred payment cues from Wood with the film lab, Ashcroft was ready to get something in the can to secure the Ticklin loan. Thus, Ashcroft would take his meager budget of $3000 and stretch it even further by taking another cue from Corman, figuring he could save even more money if he, himself, produced, directed, and edited The Naked Invader all by himself.

And to those ends, with an unfinished script in tow, Ashcroft and his tiny cast and even tinier crew descended upon Jack Miles’ infamous Larchmont Studios just off of Hollywood Blvd, where legends like Wood, Phil Tucker, Georgie Weiss, and W. Merle Connell concocted a glorious witches’ brew of schlock before him -- all for $150 a day.

In Ashcroft’s defense, then, I guess the budgetary limitations are the true culprit of the moribund action in The Astounding She-Monster -- not helped at all by Ashcroft’s lackluster direction, as once the narrative reaches Cutler’s cabin it never, ever leaves.

Sure, all the characters try to leave, numerous times, but are constantly thwarted and herded back inside by the Antarian, starting with Burdell, who leaves Esther behind to watch the hostages while he checks on what all that shooting was about.

Finding Conley dead and the alien lurking nearby, Burdell watches as the Antarian kills Cutler’s dog and then confirms bullets still don’t work before retreating back inside with Conley’s body.

Examining the corpse, Cutler notes the glowing hand-print on the deceased’s throat and deduces the victim most likely died of acute radium poisoning.

Now, while Burdell was gone, Cutler and Margaret had been playing mind-tricks on the besotted Esther in an effort to escape. Now he sets to work on Burdell, saying since he touched the contaminated body odds are good he will die soon, too, unless he gets to a hospital PDQ. In the interest of self-preservation, Burdell agrees to abandon the kidnapping caper and let them both go if Cutler can get him away from the deadly alien and into the nearest town for treatment in time.

But the Antarian derails their escape attempt and then crashes through the window when they retreat back inside. This, in turn, causes everyone to flee right back outside again, again. 

They try to use a flaming torch to keep the creature at bay. This fails miserably, and as they scatter Esther proves the slowest and the Antarian kills her. 

Meanwhile, as Cutler and Margaret circle back to the cabin again, again, and yet again, the alien then pursues Burdell to the lip of a deep ravine, only to fall into it when he manages to sidestep her attack in a rather comical montage. 

Thinking the alien’s dead, only she isn’t, Burdell returns to the cabin because of course he does, reneges on the deal, and prevents Cutler from calling the cops. 

Seems with the alien no longer a threat, the kidnapping is back on. But once again, the Antarian ambushes them as they try to leave again, again, yet again, and again, too, and Burdell is killed.

Once more taking refuge in the cabin again, again, yet again, and again, too, also, Cutler has deduced the alien must have some kind of metallic force-field made of radium and platinum, explaining her shimmer, invulnerability, and lethal touch.

Digging into his equipment, he quickly whips up an acidic solution he hopes will dissolve this protective barrier. And when this acid-fueled Molotov cocktail proves lethally effective, the Antarian screams and collapses to the floor on impact.

Turns out her shield was also protecting her from Earth’s atmosphere, which proved instantly fatal as her remains quickly disintegrate, leaving only the large medallion that was hanging around her neck intact.

And as Cutler wonders how they’re going to explain all of this to the authorities since the alien invader just evaporated, Margaret notices the medallion has hinges, figures something must be secreted inside, and reaches for it until stopped by Cutler before receiving a lethal dose of radiation.

Donning protective gloves, he satisfies her “feminine curiosity” by popping the trinket open, revealing a message inside -- an invitation, really -- addressed to the People of Earth from the "Master of the Council of Planets of the Galaxy."

Seems the Antarian was sent to establish relations with Earth so these superior beings could help ease us primitives through some atomic growing pains, so we don’t blow ourselves or any nearby galaxies out of existence. 

How will these aliens react to us attacking and killing their ambassador, who, in hindsight, only acted in self-defense? No one can say, says Cutler, but he fears to find out when they inevitably come looking for her, which brings us to...

Like a lot of gonzo monster movies from this era, the tale of their production more often than not proves far more entertaining than the film itself -- and that is definitely true for The Astounding She-Monster, which admittedly is a bit of a snoozer. In fact, the film almost wasn’t even finished.

Production ran for three days, December 17-19, 1957. It was a harried shoot that sort of took on the essence of a stage play as Ashcroft shot the film in sequential order on his single set and one soundstage, with Hall tucked away in a corner, desperately trying to stay a few pages ahead of the actors as he desperately sought an ending for the unfinished story. But he got there. Eventually.

By some miracle, Ashcroft managed to get all of his interior shots in the can in those three days, making him a full day ahead of schedule. Which was good because he’d also run out of money.

The filmmaker then sent everyone home for the holidays, slapped together what he had, and held a screening of this incomplete work print for Ticklin. Fortunately for Ashcroft and his creditors, Ticklin was impressed enough that he agreed to provide finishing funds for a 10% cut and the promised $5000.

Shooting resumed sometime after Christmas for two more days. The first was spent in Frazier Mountain Park to get the cabin exteriors. The second was picking up shots of the kidnapping, escaping down the highway, and the forest scenes in the familiar environs of Griffith Park, where the Antarian roamed around and flash-fried everything she came across.

By then, Ashcroft had fired his original cinematographer, William Thompson -- another Ed Wood veteran, who shot Glen or Glenda (1953), Bride of the Monster (1955), and The Violent Years (1956) -- because he got caught stealing raw film stock, and replaced him with an uncredited Brydon Baker.

Shirley Kilpatrick and William Thompson.

“There was practically no crew at all,” recalled Clarke (Petkovich, 1984). “One gaffer, a helper for him, one cameraman and one sound man. But Ronnie was resourceful -- my gosh, was he ever!” He had to be as Ashcroft would lose that sound man -- yet another Wood regular, Dale Knight -- when they started shooting exteriors after the hiatus because he could no longer afford him, necessitating all the cranky narration at the beginning of the film to explain to audiences what they were seeing.

Ashcroft also saved money on his monster costume, which consisted of nothing more than a skin-tight spandex leotard, a fright wig, painted on eyebrows at very severe angles, and a cheap ripple dissolve to suggest a constant, shimmering radiation discharge. And while this suit showed off all of its occupant’s ample curves rather stupendously, the problem was this catsuit proved too tight and his star could barely squeeze into it. And once zipped up and sealed in, she could barely move.

“The gal playing the She-Monster, Shirley Kilpatrick -- a very well-endowed, buxom, beautiful girl, as I recall -- had to wear a silvery, metallic-looking suit so that she would appear to be a monstrous yet appealing type of alien,” Clarke explained to Weaver in an interview for Return of the B Science Fiction and Horror Heroes (2000). “It fit very tightly, and the first time she moved the doggone thing split, right up the back!

“She was so generously endowed that they couldn’t do anything but put safety pins to hold it together in the back,” remembered Clarke. “So you’ll notice that the She-Monster always backs away from the camera -- you never see her retreat from the scene other than she backs away. And the reason she backed away was because, otherwise, she’d be showing [off] her backside!”

Of course, this notorious wardrobe malfunction is pretty ingrained in B-movie lore, and how, with no time or money to fix it properly, Kilpatrick was forced to clumsily back out of several scenes just as clumsily as she came into them to keep this damage hidden. This would also go a long, long way in explaining why the Antarian always looked like she was failing a field sobriety test every time she ambled into and out of a scene.

Sources also show she couldn’t (or wasn’t allowed to) sit down, in fear of more structural damage, requiring the use of a board to lean against, which was then gently lowered to the floor between her scenes.

The showpiece of the film, when the Antarian bursts through the picture window into the cabin for the film’s climax, was also a complete disaster in the making. Said Clarke (Weaver, 2000), “One of the things [Ronnie] envisioned was that the She-Monster would crash through a large window. They made the glass out of sugar and water and all, but as they were putting it in place they dropped the thing!”

“Ronnie had this big, breakaway glass window -- y’know she came flying into the room,” added co-star Ewing Brown in an interview with Al Doshna for Filmfax Magazine (No. 121, Summer, 2009). “When the guys put it up, they broke it! You talk about a grown man crying! I mean, that window cost, at the time, like $800.” A sizable expenditure and a good portion of the film’s meager budget at the time, remember? “If it had been me, I would have said, Oh, hell, forget it,” said Clarke.

But, “One of the prop-men says, Don’t worry, we’ll glue it up and back together so you can shoot it; and they pieced it together like a damn puzzle; and she went flying through it” laughed Brown. “And then he edited it so that it looked pretty good.” Well, sort of; as it doesn’t take sharp eyes to see the window was pre-broken before the stunt, which explained the weird angle it was shot from and the wildcat editing that robbed the scene of its intended impact.

In front of the camera, the film was anchored by Clarke. A former contract player at RKO, where he had appeared in a couple of Val Lewton films -- The Body Snatcher (1945) and Bedlam (1946), Robert Clarke could never really get out of the Bs as he bounced around Hollywood, landing roles in The Man from Planet X (1951), Captive Women (1952), and Sword of Venus (1953).

As D. Earl Worth stated in his book Sleaze Creatures: An Illustrated Guide to Obscure Hollywood Horror Movies (1995), “Clarke was a hero who knew his limitations around dangerous company. He wasn’t always Richard Carlson bright, Kenneth Tobey stolid, or John Agar courageous.” To translate, Clarke was completely serviceable.

Ashcroft first met Clarke in the early 1950s when the actor provided the narration on the trailer for Rocketship X-M (1951) and they became fast friends. As we mentioned, Clarke had appeared in Ashcroft’s first feature, Outlaw Queen, and readily agreed to star in his second to help his friend out.

The Journal Star (March 16, 1958).

“Ronnie gave me $500 to do She-Monster,” said Clarke (Petkovich, 1984). “He [also] promised me four-percent of the producer’s net, and I thought, Hey, that’s a nice gesture; but I’ll never see a nickel, because the distributors steal so much.” More on this fateful decision in a minute.

Meanwhile, Duncan would take on the role of the ringleader of the kidnappers, who, apparently, was a bit of a player. “Keene was a ladies man,” noted Harry Thomas (Grey, 1992), another Wood irregular. “He had parties, risque parties. There were naked people floating around … typical Hollywood stuff.” (Wood would often be found passed out near the pool.) And, “Being a lover of the female gender, Keene had all he could. And you know, all men are not created equal.”

Keene Duncan. 

To clarify, added Anthony Cardoza, of The Hellcats (1968) and Bigfoot (1970) infamy (Grey, 1992), “Keene Duncan’s nickname was ‘Horsecock.’”

Yeah, as the legend goes, Duncan was only second to Milton Berle when it came to the size of their ... ‘wedding tackle.’ Ashcroft would then embellish the legend of Horsecock Duncan even further, saying (Grey, 1992), “Keene had a book, and it was quite thick, of the women that he had in bed. He said there was over a thousand women in there. A thousand women.”

Playing his henchman was Ewing “Lucky” Brown, who started out as a bit player in things ranging from Shane (1953) to Giant from the Unknown (1958). A long time associate of Ashcroft’s, around this same time, Brown shifted behind the camera as both an editor and cameraman, working for Robert L. Lippert, and had recently entered Ed Wood’s orbit through Ashcroft.

“Whenever Ed got some money ahead, he’d go out and shoot,” said Brown (Doshna, 2009). “I think Bill Troiano was supposed to shoot for him but couldn’t do it.” It was Troiano who recommended both Brown and Ashcroft as a replacement. Now, at the time, Ashcroft was well aware of Wood’s particular personal proclivities, but Brown was not.

“We go over, knock on his apartment door, and there is this ‘apparition’ in a pink robe, with his maribou [sic] feather collar all the way down, pink mules with hairy legs, hairy arms, and a cigar.” Brown would admit he was ready to bolt, but Ashcroft stopped him and explained the situation.

“We were talking, and I found out [Eddie] was a paratrooper who landed behind the lines at Normandy. (Editor's note: Wood actually served in the Pacific theater as a paratrooper.) He was a big, brawny guy. He said, ‘On a bet I wore a black bra and panties. I didn’t mind getting killed, because they just put you in a body bag, but if I got wounded, how do I explain it?’

“I’ll never forget that,” said Brown. “It boggled my mind at the time, but he turned out to be a nice guy, and a lot of fun. He just liked to wear women’s clothes. He had a collection of angora sweaters that my mother would've died for. He loved those things. So that was my [first] meeting with Ed Wood. We became friends.”

During the same interview, Brown expressed his disappointment with Tim Burton’s film, Ed Wood (1994). “Who did this script? There’s nothing to do with Ed Wood! Outside the pink and fuzzy sweaters, I mean. Ed Wood was a big brute; a paratrooper. They had this little actor (Johnny Depp), you’d go poof and you’d blow him over.”

"We don't have a permit. Run!" (Ed Wood, 1994). 

Near as I can tell, Brown worked with Wood on Glen or Glenda and Plan Nine from Outer Space (1959) in some capacity, who bore witness to several iconic scenes from the biopic, which I actually thought was pretty good even though it was kind of an idealized version of Wood's life and career -- especially the white-washing of his rampant alcoholism.

“I remember we were down on Santa Monica Boulevard,” recalled Brown. “So we got all the stuff out on the sidewalk, and a police car goes by. ‘Uh oh! We’ve got no permit!’ Man, you talk about packin’ up equipment and throwing it in the back of the car, jump in the back, and leavin’ in a hell of a hurry!”

As the lushy gangster moll, Jeanne Tatum nearly steals the movie -- nah, thinking on it, not nearly, completely. I loved how she always stood up to Burdell, drank everything in sight, and always corrected her lover’s sketchy grammar. Alas, Marilyn Harvey didn’t leave much of an impression, but her husband, Al Avalon, sure did as the catty narrator.

Which leaves us with our titular She-Monster, Shirley Kilpatrick. Kilpatrick herself was a bit of an enigma. Apparently, she was a model and a stripper, who went by the handle Celeste Kirk. She then started showing up in men’s magazines like Gala and Chicks and Chuckles as a popular pin-up around 1954, where her blurbs claimed she desired to be an actress.

Shirley Kilpatrick.

“We had four days to make the film, hardly any close-ups,” said Clarke (Petkovich, 1984) “The only one who got any close-ups was the She-Monster, Kilpatrick, a real sex bomb. That’s why we cast her, 'cause she had big tits, big ass.” (Editor’s note: Stay classy, my dude.)

She had appeared briefly in the film Silver Lode (1954), and constantly gave her director a lot of grief over the lack of lines in her second feature. But aside from her mute role in The Astounding She-Monster, Kilpatrick would only have one more screen credit after producer Phil Waxman caught her act and cast her to play a stripper in The Gene Krupa Story (1959 -- pictured below).

After that, she kinda disappeared; but Kilpatrick would be plagued by inconsistent rumors and outright fallacies about what happened to her over the years. Some claimed she was killed in a car accident on the way to a job in Las Vegas not long after filming wrapped. (She didn’t, Kilpatrick would pass away in 1971). 

And for the longest time there had been a galloping and very persistent rumor among the brethren that Kilpatrick and actress Shirley Stoler of The Honeymoon Killers (1970) were the same person, which is completely false.

Also, odds are good that it wasn't Kilpatrick jumping through that window, or tumbling into the ravine while confronting Burdell. No, that was most likely Ashcroft’s wife, Lorraine. Said Ashcroft (Weaver, 1985). “Lorraine did all the stunts -- for the girl going down the hillside, or anything that was at all dangerous, my wife would put on that silly silver outfit, shave her eyebrows, and put silver in her hair.” That would also include the Antarian’s close encounter with the bear. 

Yeah, this movie showcases several scenes of the alien having run-ins with a stock-footage snake and a coyote to pad out a few reels. But unlike the other two critters, the script called for the Antarian to tangle with and eventually kill the bear as we reach the climax, when our protagonist fled from the cabin ... I honestly can't remember which time. Also of note, the bear was not stock footage, and was extremely uncooperative.

“That bear was mean as hell!” recalled Ashcroft (Weaver, 1985). “We got a newsreel photographer to film that, nobody else would go near it.” But once production wrapped, and Ashcroft retired to his living room in Van Nuys, where his moviola awaited to edit the film, well, things got a bit … complicated.

“I was cutting a sequence and I got to a point where the invader came upon a huge black bear,” explained Ashcroft (Grey, 1992). “As the girl from outer space reaches out in a friendly gesture to touch the bear, it drops dead. I was having trouble with what we shot; I was unhappy about it.”

“When I cut it, I found that I didn’t have enough footage,” Ashcroft continued (Weaver, 1985). “So I called the trainer and said, ‘Hey, I gotta get some more bear footage. Where is it?’” But the trainer answered, “It’s in the deep freeze -- they shot that sucker ... He was so mean, they shot and ate him.”

Not to worry, though, salvation for salvaging the scene would come from a familiar source: Ed Wood.

“Eddie came walking into the cutting room, and I told him my problem,” said Ashcroft (Grey, 1992). “He looked at the scene [and told me to go] down to the costume company or maybe one of the prop houses and get one of those bear skins; not one of those silly things you wear to a party, but one that looks really real. And then we’ll get somebody into that bear skin and we’ll go back to the same location.

“So I got the bear skin, Eddie promoted Keene Duncan to volunteer to get into [it], and the whole gang of us went up to Frazier Park. Lorraine got into the invader suit and put on the weird wig; Keene crawled into the bear skin; Eddie grabbed the reflectors; and Gene Grop was on camera.”

All well and good, but, “We made a couple of takes and all of a sudden we heard a voice coming from the bear.” Keene was yelling, “Goddamn it, stop, let me out of this thing.” Apparently, Duncan had been chain-smoking cigarettes while zipped-up inside the costume and was currently asphyxiating on the fumes. Said Ashcroft, laughing, “I tell the cameraman to stop, I pull the zipper down -- and Keene comes staggering out of that bearskin smoking a cigarette! He almost died from the smoke in the bear outfit!

“We ran the footage at the lab the next day,” said Ashcroft. “It was great and we were able to put it into the sequence. Eddie’s idea worked out.”

Over the years, despite his well-earned and rather dubious reputation, Ashcroft had nothing but praise for Wood (ibid). “When it comes to friendships in Hollywood, they’re rare. I’ll say this thing about good old Eddie: whenever I was really in trouble and needed help, Eddie Wood was there. He had a lot of savvy about the business, how to get out of tight spots.”

Once the edit was finished, Ashcroft turned it over to the Ray Mercer Company for the titles and special effects. It was Mercer who added the ripple dissolve to give the Antarian its deadly shimmer. He was also responsible for the opticals of the alien spacecraft rocketing toward Earth. Said Ashcroft of his efforts (Weaver, 1985), “Ray threw a lit match at the camera. That’s all.” (Told ya!)

For the score, Ashcroft turned to another associate, Guenther Kauer. “Guenther wrote the music, micro-filmed and shipped it to a friend of his in Stuttgart, Germany,” explained Ashcroft (Weaver, 1985). “The guy went over to a radio station and contracted the musicians of The Stuttgart Symphony Orchestra! They played and recorded the music and shipped it back over here on quarter-inch. It cost $2500 to complete, including his writing, the shipping, the orchestra, everything.”

The resulting score was actually pretty good. I think it would be best described as a demented drag race between Stravinsky’s “Rite of Spring” swapping paint with Gustav Holst’s “The Planets." The score would also make an appearance in Cardoza’s The Beast of Yucca Flats (1961), starring Tor Johnson, who had starred in Wood’s Bride of the Monster and Plan 9 from Outer Space.

When the film was completed, in his search for a distributor who was not Global Releasing Corp., one of Ashcroft’s first stops was at American International.

“[We were] in the projection room at Jim Nicholson’s house,” said Ashcroft (Weaver, 1985). “After showing them the picture, Jimmy was rewinding the film, and Sam Arkoff said, ‘Well, Ron, I’d like to buy it. You know you’re going to tell me that you’ve got $50000 into this, but I know you’ve only got 40, so I will give you 60.’ I said, ‘You’ve just bought yourself a picture.’

(L-R) Jim Nicholson and Sam Arkoff.  

Apparently, according to Ashcroft, Arkoff ‘damned near dropped’ the ever present cigar from his mouth and gasped, “I never made a deal so quick.” Little did Arkoff know, the final budget for The Astounding She-Monster wasn’t $50,000 or even $40,000. Not even close. In truth, Ashcroft had managed to finish the picture for only $18,000. Impressive, sure, but frankly, it shows.

Full disclosure, at the time AIP was (that) desperate for product to maintain their margins. “In 1957 AIP released 22 motion pictures, all of them successful”, said Mark Thomas McGee in his book Fast and Furious: The Story of American International Pictures (1984). “In 1958 they released 20 pictures, slightly less successful. By 1959 they were starting to bottom out. Other companies were imitating their genre combinations, not just schlock outfits like Howco and Allied Artists but the majors, who were picking up independently made horror and juvenile delinquent films. And the majors had a lot more clout getting them booked, played and paid. The competition had taken a large bite out of AIP’s revenue.”

The Buffalo News (February 14, 1958). 

The studio was also mired in a feud with their exhibitors at the time, who constantly failed to pay the proper percentages on their rentals. Said McGee, “Less profit to be made because of the competition and the revenue shortage caused by the exhibitor’s reluctance to pay caused the quality of AIP’s product to nosedive.”

It was most likely AIP who switched the title from The Naked Invader to The Astounding She-Monster to avoid any hassles with the censors or local school boards. To come full circle, they sent Ashcroft’s film out on a double-bill with Corman’s marquee-busting The Saga of the Viking Women and Their Voyage to the Waters of the Great Sea Serpent (1958), whose title pretty much sums up the plot.

The Pittsburgh Press (May 18, 1958). 

Upon their release, after scouring the web for over an hour, all I could dig up was one single solitary review: “Things have come to a pretty pass when something called The Astounding She-Monster plays to more people than does The Ten Commandments or 12 Angry Men,” bemoaned Ed Hocura for The Hamilton Spectator (April 24, 1958). “The only astounding thing I found in the science-fiction feature is that it’s hard to believe that so corny a picture can be made in 1958.”

Despite being ignored by critics, the film did quite well at the box-office. But let's be honest with ourselves; it was not the film that brought people into theaters. No, the main reason anyone showed up or even remembers this movie, at all, is thanks to the outstanding bait and switch poster art cooked-up by Al Kallis for AIP, which is AH-mazing. I mean, look: 

Kallis and fellow artist Reynold Brown were the masters of "Sell It, Don't Smell It" when it came to AIP's ad campaigns and poster art. "Kallis and Nicholson worked well together," said McGee (1984). "They shared a belief that motion picture advertising had to create a 'Must See' feeling in the buyer. A sense of urgency."

"At AIP advertising always came first," Kallis told Stephen Rebello for Cinemafantastique (March, 1988).  "What was important was the thrust, the sense of what you were selling and how it would appeal. Invariably, I never saw a picture before I did the ad campaign. Our problem was to make the artwork leap off the newspaper page or poster, to create that compelling sense, "I've gotta see this now!" Of course, a little sex appeal never hurt either. 

Model Madeline Castle and artist Albert Kallis. 

Also, Ashcroft had learned a lesson and got a lawyer before signing his deal with AIP; and as the producer’s residual shares rolled in, this not only put money in his pocket but also into Ticklin and Clarke’s! Said Clarke (Petkovich, 1984), “Ronnie had a great title, the poster art was good, and it attracted people. It made money! It certainly was not a good horror film, but it sure made the bucks. [And] thanks to Ronnie’s honesty and integrity, over the period of the next eighteen months or so, I made a couple thousand bucks!”

Clarke would then use that money to take a shot at producing his own independent feature. “Because The Astounding She-Monster was so bad, I thought, I could make a better film than that!?” said Clarke (Weaver, 1985). The end result of this venture was The Hideous Sun Demon (1959), which was at least twice as good as She-Monster. Interpret that as you will.

As for Ashcroft, once he paid off Ticklin and Clarke, he would take his profits and immediately invested them in his next picture, The Girl with an Itch (1958), where a no good seductress (Kathy Marlow) tries to gold dig her way into a rich family via the father (Robert Armstrong) or the son (Clarke again), didn’t matter to her.

But the resulting film did so poorly Ashcroft soon found himself once again broke and begging for work, earning him a temporary assistant director’s gig for Wood’s Night of the Ghouls -- which was shot in 1958 but wasn’t released until 1984 over unpaid lab fees -- where he spent most of his time either drinking up the film’s budget with its director and star (Duncan again); dealing with the recalcitrant Tor Johnson, who didn’t get paid upfront like he was supposed to and walked because Wood blew it all on booze; and to keep Duncan from, and I quote (Grey, 1992), “Chewing on (co-star) Valda Hansen’s tits."

After one more feature, Ashcroft gave up producing and returned to the editing booth. There were rumors in the mid-80s that he might return to filmmaking with an unmade Wood script called House of Horrors, where a mad painter murders his models and then captures the moment of their death rattle on canvas. But nothing ever came of it.

Thus, unless you wanna count Like, Wow (1962), a Nudie-Cutie rip-off of The Immoral Mr. Tease (1959), that would make The Astounding She-Monster Ashcroft’s lasting cinematic legacy. A very cheap, inert, and not a very exciting legacy, sure, because the film just isn’t very good and barely makes sense.

I mean, for such an advanced alien race, surely the Antarians would’ve known how deadly their radiation suits would be? And why would you send a mute as your ambassador? And don’t give me any language barrier crap, that note was written in English. And for heaven’s sake, wouldn’t they have at least let us know they were coming? Meanwhile, was she trying to save Cutler and Margaret from the bad guys? She went after all of the villains first, right? And only after them when they attacked her.

Sure, this could’ve all been fixed with a few simple comments from that pissy narrator, saying her translator and suit had been damaged in the crash, or that we got the message but didn’t translate it in time, adding even more tragedy to this situation as it unfolded but, nope, Mr. Redundant was too busy bitching about the bourgeois life of a debutante. Also, I presume the surprise ending was intended as an ironic shock moment, but it barely musters a dry popcorn fart of, “Whoopsie, my bad.”

Now, while I usually have a lot of patience with these types of cheapjack genre films, forgiving low budgets and a lack of any discernible talent if I get a sense of a sincere effort, or even a glimmer of some ingenuity from the filmmakers, to overcompensate for the visible spit and bailing wire holding things together, and engages you on SOME level, it’s just not there. 

But in its defense, when the film is terrible it is hilariously terrible. But when it is not hilariously terrible, it’s kind of boring in a lather, rinse, repeat sense. I honest to Crom lost track of how many times our protagonists fled the cabin only to return, and then immediately leave again, whether the alien snuck back in through the forgotten broken window or circled around to the back door. 

As Ashcroft summed it all up for Weaver, “For the amount of money it cost, for the time it took to get it on screen, for all the chills -- or laughs -- it’s given people, I can’t see how we could’ve done any better.”

Thus, in the end, The Astounding She-Monster, a miracle of production though it may be, failed on all fronts, making it a prime example of an erratic, defensive-driving-course kind of filmmaking at its absolute worst.

Originally posted on October 9, 2019, at Micro-Brewed Reviews.

The Astounding She-Monster (1957) Hollywood International Pictures :: American International Pictures / P: Ronald V. Ashcroft / D: Ronald V. Ashcroft / W: Frank Hall / C: William C. Thompson / E: Ronald V. Ashcroft / M: Gene Kauer / S: Robert Clarke, Kenne Duncan, Marilyn Harvey, Jeanne Tatum, Ewing Miles Brown, Shirley Kilpatrick