Captain Patterson (Eric Fleming) and his space crew (Dave Willock, Patrick Waltz and Paul Birch (actor)) take a rocket to a space station near Earth. En route, however, the space station is destroyed by an intersellar energy beam which also affects their rocketship. The space crew crash land on Venus and are captured. They learn the planet is under the dictatorship of the cruel Queen Yllana (Laurie Mitchell), a masked woman who has most men, keeping only mathematicians and scientists on a prison colony moon which orbits Venus. In the palace, the astronauts are aided by a beautiful courtier named Talleah (Zsa Zsa Gabor) and her friends (Lisa Davis (actress), Barbara Darrow and Marilyn Buferd). The women long for the love of men again and plot to overthrow the evil queen. When Patterson has the opportunity to remove the Queen's mask, he discovers she has been horribly disfigured by radiation burns caused by men and their wars. In a fury, the Queen decides to destroy Earth and its warlike peoples but she dies in the attempt. The Venusians are free again to enjoy the love of men.