Conquest of Space

by Glenn Erickson Apr 09, 2022

George Pal’s ill-fated ‘future docu’ followup to Destination Moon still stirs the imagination, rendering in vivid Technicolor the visionary images that amazed us in Chesley Bonestell’s paintings about space travel. We still love the movie even if we want to shove the script and whoever approved it out an airlock without a space helmet. It’s fun to pick it apart, but when Van Cleave’s trilling ‘spacey’ music plays we know we’re back in 1950s Sci-fi Nirvana, anticipating a techno-future of space marvels. [Imprint] gives the movie a classy Blu-ray showcase.

Conquest of Space
All-Region Blu-ray
Viavision [Imprint] #112
1955 / Color / 1:78 widescreen / 81 min. / Street Date April 6, 2022 / Available from /
Starring: Walter Brooke, Eric Fleming, Mickey Shaughnessy, Phil Foster, William Redfield, William Hopper, Benson Fong, Ross Martin, Vito Scotti, Joan Shawlee, Michael Fox, Rosemary Clooney.
Cinematography: Lionel Lindon
Art Directors: Hal Pereira, Joseph MacMillan Johnson
Film Editor: Everett Douglas
Original Music: Van Cleave
Written by Philip Yordan, Barré Lyndon, George Worthing Yates, James O’Hanlon based on the book by Chesley Bonestell and Willy Ley
Visual Effects: John Fulton, Farciot Edouart, Paul Lerpae, Irmin Roberts, Jan Domela, Ivyl Burks
Produced by George Pal
Directed by
Byron Haskin

Back in the Eisenhower era George Pal was the first film producer to tease the U.S. public with the promise that space exploration could really happen. 1950’s Destination Moon was a crash course in gee-whiz rocketry basics. Over the next few years America was inundated by speculative art in books and magazine articles depicting journeys to our neighboring planets.

Hollywood Sci-fi dropped most of the science, opting for a combination of futuristic catastrophes and scary monsters. Hired by Paramount to produce a pair of properties purchased for Cecil B. DeMille twenty years before, George Pal wasn’t able to get his own ‘reality’ space spectacle off the ground for several years, by which time his relationship with the front office had soured. Pal’s ‘planetary tour’ concept, conceived as a science travelogue enlivened with a light adventure storyline, was a no-go. Paramount preferred a straight story about a Mars expedition and overrode Pal’s decision-making authority. The script went through several drafts; the final version is a complete embarrassment that should never have gone before a camera.

Nevertheless, 1955’s Conquest of Space still thrills with its groundbreaking special effects. It’s a showcase for dazzling space hardware previously not seen in color. A spinning space station and a nifty Mars rocket mirror up-to-date predictions of future space missions. The disc commentators reference limited research that doesn’t fully explain how George Pal could end up with such a poor screenplay. Film collector and restorer Mike Hyatt reports that Pal told him that Conquest was ruined by Associate Producer Frank Freeman Jr., who somehow pulled rank and pushed through one disastrous decision after another. Junior was the son of Y. Frank Freeman, then vice president and head of production at Paramount.  *1

Without a good story no movie wins an audience, even with expensive ‘out of this world’ special effects. That’s perhaps why Conquest of Space has not been enshrined as a classic alongside Pal’s The War of the Worlds and The Time Machine. What we’re left with is an ambitious, flawed ‘space odyssey’ that’s remained a favorite of ’50s sci-fi fans.

The 1980s. Military spacemen aboard a spinning ‘space wheel’ orbiting station assemble a special rocket for mankind’s first trip to the Moon. Segregated from the ordinary astronauts is a handpicked crew that must eat pills instead of steak and turkey. One mission candidate (William Redfield) has already washed out due to space sickness, a nervous condition. Dr. Fenton (William Hopper) arrives with the news that the new rocket’s mission has been re-routed — to the planet Mars.

The willful commander General Merritt (Walter Brooke) denies that he suffers from a similar nervous fatigue. He bulls ahead with his plan to personally command the Mars mission, accompanied by his reluctant son Captain Barney Merritt (Eric Fleming). All goes as planned with only one little hitch: General Merritt goes off his rocker with the religious delusion that they are blasphemers trespassing on God’s domain: the Bible says Man owns the Earth, not the heavens. As they glide in for a landing on Mars, the General grabs the controls and tries to crash the ship.

George Pal’s Sci-fi fantasy depicts for the first time in color ‘routine’ orbital space exploration. Views of our planet from orbit closely resemble real photography that wouldn’t be seen for years. This is the first space movie I can think of that has no scenes on Earth. The space program we see is an international effort yet is organized as a U.S. military operation. Is a democratic Pax Americana in force?  Pauline Kael once complained that even the noble spacemen of Forbidden Planet kept their itchy fingers on the triggers of their ray guns. Sure enough, when General Merritt cracks up, he has a .45 cocked and ready.



Blinded by Science.

The interiors for George Pal’s space station are not bad, and the design of the interior of the Mars rocket is excellent, especially the flight deck with the chairs that rotate on a central pole. Paint textures on white surfaces are art-directed to cut down on contrasty whites — the walls and the space helmets have the same ‘speckled’ appearance.

Unlike Pal’s Destination Moon, scientific advisors don’t have the last word on the technical details. Some concepts are so over-simplified, Paramount must have decided their target audience was a 6 year-old. Audiences were surely charmed by the construction activity in Earth orbit, with spacemen scooting about in little ‘work rockets.’  But several men must cross a hundred yards of empty space with no tether and no means of propulsion. How do they get there?  Someone just gives them a good shove. How many astronauts did they lose that way?  “Oops, sorry Fred!”  Was this unintentionally funny back in ’55?

The rocket constructed in orbit has wings and therefore would be useless for a moon mission, yet the switch-over to Mars is a big surprise to the crew. No compelling reason is given for the change of plans. We’re told that Mars is ‘only a little farther beyond the moon,’ which drags Conquest down to the unscientific level of Rocketship X-M. Switching to Mars is as easy as pulling out a new set of maps. I wouldn’t be surprised to learn that the final script for Conquest was dashed off in a couple of days, giving scientific accuracy low priority.  *2

It’s a little disheartening:  this is only the second ‘realistic’ space voyage movie of the ‘50s yet much of what happens already feels like a cliché — weightlessness jokes, metorite showers, etc.. But there are some exceptional incidents and fairly shocking moments. The astronauts must take emergency action to evade a giant tumbling asteroid, one that looks like the lethal planetoid from Ishiro Honda’s Gorath.  I can picture producer Jon Davison seeing Conquest as a kid, for the space pilots of his Starship Troopers use an identical maneuver to avoid a similar space menace. One unlucky spaceman gets plugged when a meteorite hits him like a sniper bullet. His faceplate mists blood red, an unusually graphic detail. The body is given a brief but impressive burial in space, accompanied by an eerie bit of Van Cleave’s soundtrack score.



Hey, we’re ALL Clowns on this Space Bus.

Conquest of Space gets a big FAIL in its dramatic unfoldment. The thin characterizations rely on painfully broad ‘types,’ military and otherwise. The spacemen are a mix of altruistic scientists and guys you’d expect to find in a filling station, with a Brooklyn bozo along for cheap laughs. Jackie Siegle (comic Phil Foster) is supposed to be the best engineer in the space service, but he’s also the ‘designated dummy’ along for the ride. It’s like casting a serious movie with one of The Three Stooges. Siegle’s unfunny antics dominate the movie and require undue audience patience.

Only a couple of crew members get to play reasonable spacemen. William Redfield’s Cooper is scratched from the mission for not having ‘the right stuff’ and catching the ‘space jitters.’ Audience favorite Ross Martin plays Fodor, a European scientist who gets sentimental at the sight of his mother (Iphigenie Castiglione) on a TV hookup. What a mistake: Fodor might as well have told his buddies that he was looking forward to going home and ‘buying that farm.’ The talented Ross at least makes it more than halfway through this picture; in The Colossus of New York he’s hit by a truck in the very first scene.

The movie’s central character conflict is dramatically inert, dismal, a dead parrot. Walter Brooke’s General Merritt is a rogue maverick who bullied his son into becoming a space cadet as well. Merritt spouts freaky Bible babble before the launch but nobody does anything, not even when he opines that this abominable mission ought to be aborted. The obvious template is The Caine Mutiny but without the finesse. The mission has no strong leader. Eric Fleming’s spineless Captain Barney repeatedly defers to dad, putting up with the old jerk’s craziness beyond any reason.

Loony General Merritt is given an enabler in aide Sgt. Mahoney (Mickey Shaughnessy), a faux-tough fanatic straight from a bad WW2 movie. Mahoney stows away (!) to serve his General, and seems well aware that Merritt could go bonkers. The most unforgivable plot turn: after General Merritt has openly tried to destroy the mission, nobody including Barney thinks anything of leaving him alone in the ship, unguarded.

The whole religious mania subplot is unwelcome, and irrelevant for a movie about conquering space. That negative view of religion suggests that Conquest’s final script was indeed rushed onto the sound stage with little or no oversight. It’s hard to believe that the Production Code Office would approve it.  The same year’s This Island Earth takes pains to insert dialogue insisting that even planets in a distant galaxy are ruled by our Judeo-Christian God. Having the seed grow on Mars is a natural miracle, but the film’s miraculous White Christmas on Mars is a little thick. What, no Bing Crosby and Danny Kaye?

Between the crazy Commander, his son the wishy-washy Captain and the grossly overplayed Siegel and Mahoney, Conquest fails to engage any but the youngest audiences. Here’s one space Odyssey that needed a HAL computer along to terminate some life functions, for the good of the mission.



The Scene Nobody Understands.

If the film’s father-son conflict seems a mistake, one brief scene with the fine actor Benson Fong makes no sense whatsover. When General Merritt asks his crew to explain why they believe in the Mars Mission, Fong’s Japanese botanist Imoto gives forth with a twisted speech that defies rational thought. Imoto apologizes for the Japan’s beligerence in WW2, calling Japan a ‘fairy book’ nation with paper houses, that ate with chopsticks because they had no metal. He blames their militarism on bad nutrition: Pearl Harbor might not have happened if they’d been able to grow bigger and taller like Occidentals. The non-sequiturs never fail to make audiences gasp. The speech doesn’t really connect with Imoto’s later success in getting a seed to germinate in the Martian soil. Does he plan to ship Japan’s excess population to live on Mars?

We love George Pal enough to presume that he means no offense with the crazy Imoto speech . . . but, WOW. Another example of logic-challenged carelessness in a Pal film is the grossly unfair method of choosing Space Ark passengers in When Worlds Collide.

For us the one Conquest scene that jumps to life is the pre-launch dinner party where the spacemen receive personal video messages from home. Ross Martin’s Fodor hears from his mother in Austria and Jackie Siegel gets a testimonial from his steady girl Rosie, well played by Joan Shawlee of Some Like it Hot and The Apartment. Rosie is clearly two-timing Jackie; he isn’t funny but the scene is. A flat-screen TV monitor entertains the troops with a colorful Harem musical number taken from Paramount’s 1954 Bob Hope flop Here Come the Girls. The star singer Rosemary Clooney is unbilled: by the time Conquest of Space was released her option at Paramount had been dropped.

Of the cast only Mickey Shaughnessy and Ross Martin won standout careers in film and TV, although Phil Foster did make a dent in the Laverne and Shirley TV show. Eric Fleming made Queen of Outer Space and retreated to TV’s Rawhide, only to be overshadowed by Clint Eastwood. Walter Brooke stayed with character acting, and twelve years later earned his 15 minutes of fame by saying the immortal word “Plastics!” to Dustin Hoffman in Mike Nichols’ The Graduate.



Are there any Special Visual Effects in this Movie?

Many. Constant. Wall to Wall.

Conquest of Space demonstrates the possibilities and limitations of full-on photochemical travelling mattes in Color. The live-action scenes have a strong three-strip Technicolor look, but we thought that camera system had been phased out by 1955. In any case, wouldn’t the special effect scenes be optically composited in Eastmancolor, and then converted to IB Tech for release printing?

Contrary to what I’ve read for years, the Anthony Mann / James Stewart The Glenn Miller Story was in no way the last film shot in the original 3-strip IB Technicolor system. I asked the 3-D Film Archive authorities for help and received a great response from Jack Theakston, April 6, 2022:

Hey Glenn, Conquest of Space was definitely three-strip, and not one of the last three-strippers by a long-shot!  Primary photography was from November 30, 1953 until the week of January 16, 1954. Both Paramount and Universal-International were shooting with three-strip cameras into the summer of 1954, including This Island Earth (primary photography January to March 1954, SFX shot on Eastman), and what is said to be the last U.S. three-strip title, the Jane Russell vehicle Foxfire (principal photography between July and September 1954). I suspect but can neither confirm nor deny, that the special effects in Conquest were shot on Eastman, as it was much easier to pull deep focus on those shots.

Also erroneously stated frequently is that Conquest was filmed partially or entirely in VistaVision, a statement that I believe stems from the fact that release prints used Paramount’s backwards ‘F’ framing chart mostly associated with that process. I projected a dye-transfer, 35mm print about 15 years ago. It was printed in the standard 1.37-1 ratio (rather than VV’s native 1.5-1 ratio), although the film was composed for the studio’s then- house ratio of 1.66-1. Paramount wouldn’t make the switch to 1.85-1 until February 1954.

Here is one easy way to tell when Technicolor’s three-strip cameras were used to photograph a film. Anything that kicks back a hot reflection, such as metal, will flare up with a pinkish/magenta halo around it, a defect that is caused by the bipack portion of the camera. The blue layer is hit with more light than the red layer behind it, which translates to more magenta in the print.

Photos exist of director Byron Haskin on the set of Conquest with with the three-strip rig and its hideously-bulky blimp.  Best, Jack

We often read that the travelling mattes in Conquest are sloppy, or were rushed, or that Pal was forced to use shots that needed another pass to correct errors. I don’t think that’s necessarily the case. Almost all optical composites of the time suffered quality issues — thick matte lines, bad contrast or grain. Travelling mattes are minimized in When Worlds Collide and The War of the Worlds — those films use miniatures and hard static mattes whenever possible. The later The Ten Commandments got carte blanche to create its elaborate scenes of miracles, pyramid construction, etc.. Even in VistaVision its (very good) composite shots are laced with prominent blue matte lines (made black in the newest digital remasters).

Conquest has a huge number of special effects requiring concentrated, expensive travelling mattes. Expert John P. Fulton’s optical department surely spent months compositing them, which can’t have made the Paramount front office happy. Numerous shots have six and seven elements working: twinkling stars, the Earth, 2 or three space vehicles and little figures of space men. For compositing on the optical printer the original photography for each element needs mattes and countermattes; all must be carefully tested, timed and then printed one at a time onto a single piece of film, hopefully without being scratched in the process.

Everything is alignment. Celluloid film is flexible, soft; it can easily shrink. Variations in development of mattes — or just bad luck — will result in overlaps or gaps, aka ‘matte lines.’ If the original photography doesn’t give every object a clean silhouette, parts of models may be erased or have ‘see through’ problems. A reflection may result in a ‘hole.’

Hand-painted mattes — rotoscoped — were often used to correct errors. I think we’re seeing those manual roto-mattes when the edges of spaceships and helmets appear to flutter. Conquest was meant to be projected in widescreen, but 35mm prints were flat, full frame. Not all of the optical effects had been ‘protected’ for the full frame. On old TV prints, I remember entire parts of the space station near the top and the bottom of the frame popping on and off, disappearing and re-appearing.

I had personal experience with this on CE3K. For several days I was enlisted to daub blooping ink on 65mm frames of B&W mattes — Richard Yuricich sat me down and had me bloop out parts of the mothership, to keep stars from shining through, in shots lasting 90 – 130 frames. I did the best I could, honest, but all I see now are those stars blinking out too late or too early as the ship moves.

In Conquest most everything moving in space uses a traveling matte. We’re told that the Mars rocket model was enormous; we can see that it is rolling down an imperfectly level track.  During a meteorite shower the space station wobbles and bucks violently, which also doesn’t play well — the impressive miniature suddenly looks like a toy. Equally ‘challenged’ are some shots combining foreground live-action with miniatures of space or Mars in the background. When spill light made it difficult to pull a good matte from someone’s helmet, Paramount was surely unwilling to do re-shoots. *3

It’s a big mistake to expect Conquest of Space to compare well with modern CGI marvels. Talented digital animators, artists and compositors could now do all these effects with a few computers, skipping photochemical work entirely. In the context of 1955, this is cutting edge work. Had Conquest been given a screenplay viewers could relate to, I don’t think anybody would have remarked on the flaws in the visuals. The Daily Variety review thought they were terrific. *4

Just one more comparison: in New York Conquest opened on May 27, 1955  as a solo feature at the Palace Theater supported by eight vaudeville acts. Back in March, the ABC Network’s  TV show Disneyland premiered Man in Space, the first of of three outer space infotainment shows. Part two Man and the Moon was shown later in December. It used large miniatures and superior Disney animation to depict an orbiting space station, avoiding travelling matte work. Some of the designs and angles are restricted, but to our eyes it looks cleaner than all those messy mattes in George Pal’s movie.

Although the first Disney in Space TV broadcasts were in B&W, the shows were filmed in color; they’re collected on a 2004 DVD that I’m surprised can still be bought, Walt Disney Treasures: Tomorrowland — Disney in Space and Beyond.

Paramount didn’t give Conquest of Space a big ad campaign or special artwork; the final posters are not all that distinguished. Sometimes we armchair effects fans (cough, cough) daydream of recompositing flawed opticals from our favorite older films, fixing problems. Doing so is heretical revisionism, of course. If all of Conquest of Space’s optical elements had been magically preserved, wouldn’t it be be fun to use digital compositing to make everything look flawless?  Maybe I should do an article with a wish list of desirable, but forbidden, revisions.



Viavision [Imprint]’s All-Region Blu-ray of Conquest of Space bests by far the old 2004 Paramount DVD. It appears to be the same HD encoding seen on a 2016 German Blu-ray. The scan is not a full digital restoration such as was done on the recent War of the Worlds but a digital clean-up on a very good Eastman composite element, that has occasional printed-in anomalies. Thus little fluctuations in grain and color values occur, and color fringing appears now and then, as in the frame grab just above my title ‘blinded by science.’ But the show looks quite good overall. The audio is especially strong.  Van Cleave’s trilling music stings accompany every cutaway to the Mars Rocket en route.

Imprint gives the disc two commentaries. Writer Justin Humphreys often represents the George Pal estate; his insightful talk circles back many times to lamentations that it’s not one of the producer’s big hits, that a great opportunity was lost. Barry Forshaw and Kim Newman have done Imprint commentaries for 4 Pal pictures. Although they note the same flaws they enthusiastically tap into aspects of the picture that will intrigue Sci-fi fans. Neither track gets into deep issues of special effects. The Forshaw-Newman track praises the production values and doesn’t see the pre-CGI visuals as a detriment. They instead stress that this is the place for fans to see where space operas like Star Trek came from.

Two Ballyhoo featurettes are also present. One is 14 minutes and the other much longer; both recycle clips from the show. The longer piece on director Byron Haskin gives us C. Courtney Joyner, Joe Adamson and Justin Humphreys explaining Haskin’s early work in Hollywood, graduating to his impressive special effects shows and then discussing individual films at length, like Too Late for Tears. The shorter piece illustrates an audio speech by artist Vincent Di Fate, whose book on Fantastic Sci-fi art Infinite Worlds is recommended.



*1   In 1953 or 1954 the studio’s bean counters surely realized that there was no real ‘sci-fi boom’ in terms of box office.  “A” sci-fi spectaculars like Pal’s own When Worlds Collide and The War of the Worlds won awards and performed okay, but not in proportion to their cost. This is what gave exploitation producers and tiny independents the advantage. Where rockets and monsters from space were concerned, spending $70,000 to make back a million made better sense than gambling $1 million and maybe earning back $1.5 million. This hard math probably formed Paramount’s estimate of George Pal’s worth as a contract producer, and might partly explain why he was treated so shabbily on Conquest.  I would speculate that it’s the reason he returned to his former specialty, fairy-tale fantasy. This financial bad news came from exhibition expert John McElwee; I included his findings in an addendum to my Savant Sci-Fi Reader.

*2  Remember the scene in Billy Wilder’s Sunset Blvd., where Fred Clark’s hack producer asks William Holden’s hack writer if his submarine story can be rewritten to become a movie about a girl’s baseball team?  Conquest of Space reads like a baseball story wretchedly ‘adapted’ into a space movie: Spring training, a player washes out, the manager has a nervous breakdown but his aide pulls him through, the team rallies to win the big game. And the studio pictured in Sunset Blvd. is Paramount!

*3   The pre-CGI yardstick for excellence in photochemical visual effects is of course 2001: A Space Odyssey. It revisits imagery similar to that seen in Conquest, going to extravagant lengths to make everything look photo-real. Kubrick said he perused every Sci-fi picture he could get his hands on so of course he studied Conquest.  2001’s showing of a ‘routine’ arrival in orbit, the trip to the moon and the moon bus excursion to an archeological site use the ‘documentary’ approach that George Pal described when planning Conquest. Kubrick’s commitment to photo-realism ruled out duping film in an optical printer. His ‘optical alignment’ happened in the photography of miniatures and paintings. Models were filmed doing repeatable moves on linear motion control tracks. Mattes were created in subsequent passes. The stars from those mattes were printed back onto latent 65mm Super Panavision takes of the models, generating first-generation ships on starfields. Don’t think THAT worked on the first take, or even the third, knowing Kubrick’s perfectionism. Little view screens used clever rear projection, and front-projecting large-format stills put the ape-men in Africa. When he could get away with it, Kubrick wasn’t above using simple flat artwork animation. But the result is still the pre- CGI benchmark.

*4  All the commentators point out a continuity flaw during the film’s ‘MarsQuake’ scene– for the last couple of seconds of an optical combining spacemen with a miniature crumbling red rock background, the foreground element just pops off.  Spacemen are there, and then they aren’t.

Obviously neither the effects people nor Pal intended this or thought it was ‘good enough.’ To me it looks like an error made long after the picture was locked. Assuming that optical scenes were shot on Eastman film, either the negative was cut incorrectly or a shot was left out. Perhaps someone misread an edge number, trimmed away a second of good composite at the head of the shot, and the tail had to stay to keep the film in synch with the already-mixed soundtrack. If  the expensive Technicolor printing process began before the error was caught, the executives may not have considered a fix:  ‘Blink and you’ll miss it.  Fixing it won’t sell one extra ticket.’

Reviewed by Glenn Erickson

Conquest of Space
All-Region Blu-ray rates:
Movie: Good –
Video: Very Good
Sound: Very Good
All-new supplements:
Audio commentary by Justin Humphreys
Audio commentary by Barry Forshaw and Kim Newman
Featurette A Fellow Journeyman: Byron Haskin at Paramount with C. Courtney Joyner, Joe Adamson (author of Byron Haskin: an Oral History) and Justin Humphreys (author of George Pal Man of Tomorrow.)
Featurette The Conquest of Space: From the Book to the Screen.
Deaf and Hearing-impaired Friendly? YES; Subtitles: English (feature only)
Packaging: One Blu-ray in Keep case
April 6, 2022

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About Glenn Erickson

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Glenn Erickson left a small town for UCLA film school, where his spooky student movie about a haunted window landed him a job on the CLOSE ENCOUNTERS effects crew. He’s a writer and a film editor experienced in features, TV commercials, Cannon movie trailers, special montages and disc docus. But he’s most proud of finding the lost ending for a famous film noir, that few people knew was missing. Glenn is grateful for Trailers From Hell’s generous offer of a guest reviewing haven for CineSavant.

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