The Phantom Empire (Retromedia) Blu-ray Review + Screenshots

Studio: Retromedia

Release Date: August 17th, 1989 (video) / November 25th, 2018 (blu-ray)

Run Time: 83 mins

Region Code: FREE

Picture: 1080p (1.78:1 aspect ratio)

Sound: English LPCM 2.0

Subtitles: None

Starring: Sybil Danning, Jeffrey Combs, Russ Tamblyn, Robert Quarry, Ross Hagen, Susan Stokey, Dawn Wildsmith, and Robby The Robot

Written by Fred Olen Ray and T.L. Lankford

Directed by Fred Olen Ray

Rating: R (language, violence, and nudity)

When a man-eating cave creature appears with a fortune in uncut diamonds around his neck, Dr. Chambers' daughter Denae hires adventurers C & C Salvage to find the underground source of the gems. Accompanied by archaeological intern Andrew Paris, mineralogist Prof. Strock, and C&C's scruffy owners Cort Eastman and Eddy Colchilde, Denea's hopes of emerging from her famous father's shadow become as remote as getting out of the caves alive!

I grew up on Fred Olen Ray films. He was a staple in my household (with only me watching his films) ever since I was allowed to rent films from our local video stores. Each store had something different and none of them had the same films so I would have to visit some of them on the same day if I was looking to watch multiple films. There were some films that I could never get and The Phantom Empire was one of them.

The Phantom Empire is classic Fred Olen Ray. He has a few big names like Jeffrey Combs (hot off of Re-Animator), Russ Tamblyn, and Sybil Danning. You may not know those names, but these names showed up on so many video boxes that it would have been very hard to keep count. The film also has a fair amount of violence (usually done for a laugh) and some nudity (although not as much as you would think coming from Olen Ray). These were the things that got the films into the video stores and the videos off the shelf and Olen Ray was one of the best there ever was.

While The Phantom Empire may be a low budget film shot in six days, it has a lot going for it. It starts with a decapitation, moves into a cave, then goes to the center of the earth where cave girls are waiting to capture our pack of heroes, and well, Sybil Danning. Any boy who grew up in the 80’s and 90’s knew who Sybil Danning was. She was a dream babe for many a boy back then. The first time that many saw her was in her breakthrough role (at least for us) in Howling II. There is a scene that has become very infamous where Danning rips open her top. The filmmakers knew that this was the best shot in the entire film, so much so that they repeated it in the credits seventeen times. Having Danning in the film all but guaranteed Olen Ray would have a hit on his hands.

The rest of the cast does very well given the material and there really isn’t anyone in the film that is a bad actor Sure, there are scenes where the acting is bad, like when the characters are trying to get away from Danning in a hovercraft. The actors are clearly trying to show that they are going fast in this thing, but their reactions are not very good. That doesn’t really matter as we didn’t watch this thing for the acting.

The Phantom Empire is a fun B-movie. The cast is clearly having a really fun time playing these characters and it translates really well to the screen. None of the actors looks like they are not having fun and everything is better for it. The chemistry the cast builds is nice and we care for all of the main characters. The film is well shot too. Cinematographer Gary Graver does some really nice work giving the film a bump in quality. Everything is nicely lit and there is even some mood lighting here and there. The film never feels cheap which is something that more low budget films should strive for. This is the perfect film to watch with friends and just have a fun time.


Armed with a brand new 2K transfer, Fred Olen Ray presents The Phantom Empire by breathing new life into it. This transfer is really nice. A nice layer of film grain leads the way to some very impressive amount of detail. Colors are beautiful, especially in the cave scenes. Everything just looks very natural and real. This is not a cleaned up print. Scratches, hairs, chips, etc show up throughout the film. I don’t really mind when this happens on lower-budgeted films like this because it adds to the film’s charms. There are some compression issues but they don’t come into play until the closing credits where macroblocking is pretty bad. These are, however, the closing credits where its just white text on black background. I did not detect any of these compression issues during the actual film so there is no need to worry about this minor problem.

The sound comes in the form of an LPCM 2.0 track. Everything here sounds great from the dialogue to the wonderfully cheesy score.

There are no subtitles found on the disc.


The front cover features the film’s original video cover.

The disc features a portion of the front cover.

The disc is REGION FREE


Audio Commentary with Director Fred Olen Ray and Cinematographer Gary Graver This track is wonderful from start to finish. So many stories are told and the two get along wonderfully.

Looking Back (24m 11s, SD, 1.33:1) Making of featurette featuring Fred Olen Ray, Ross Hagen, Sybil Danning, and Michelle Bauer. A great behind the scenes look that goes into detail about the making of the film.

On Location (10m 3s, SD, 1.33:1) This fly on the wall footage focuses on the reshoots that took place a year after principal photography to flesh the film out more,

Nite Owl Theater (4m 15s, SD, 1.33:1) This is how Olen Ray would present his films on DVD back in the day. He “hosted” the film like Svengoolie or Elvira. I thought that this segment was pretty funny.

Trailer (1m 11s, HD)


The Phantom Empire is a fun little B-movie that doesn’t overstay its welcome while providing us with some nice entertainment. The film is funny and exciting, all done on a budget that wouldn’t even cover catering on a big Hollywood film. The Phantom Empire is a film that was made because the filmmakers wanted to make a fun film and they have.

The blu-ray, from Retromedia, is very nice. The transfer is beautiful and looks far better than you would expect a 30-year-old low budget film to look. The sound is also nice. The special features are some of the best I have seen all year. The commentary is fantastic, the making of is informative, and the On Location stuff is a great look at how films are made. This is a great blu-ray to have in any B-movie fan’s collection.


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