by the classic strategy of divide-and-conquer, showing Azura that Ming has been plotting behind her back to take power from her. Azura's alliance with Ming is broken, at the cost of the Queen's own life, but the Clay People are freed from their curse. The evil emperor of Mongo, his Nitron ray destroyed and his escape cut off on all sides by the now hostile Martian forces, is finally destroyed by the accidental result of his own machinations and treachery. Cast Buster Crabbe as Flash Gordon Jean Rogers as Dale Arden Charles B. Middleton as Ming the Merciless Frank Shannon as Dr. Alexis Zarkov Beatrice Roberts as Queen Azura Donald Kerr as Happy Hapgood Richard Alexander as Prince Barin C. Montague Shaw as Clay King Wheeler Oakman as Tarnak Kenne Duncan as Airdrome captain Warner Richmond as Zandar Cast notes: Charles Middleton's portrayal of Ming is more reminiscent of the Devil in this serial, as opposed his Fu Manchu-like performance in the first serial. Production This serial, the first sequel to the Flash Gordon serial, was based on the 1936 "Big Little Book" adaptation of the strip "Flash Gordon and the Witch Queen of Mongo". According to Harmon and Glut, the location was changed to Mars to capitalize on Orson Welles' famous War of the Worlds broadcast. According to Stedman, this serial preceded that broadcast, which made Universal hastily release a feature version of the serial as Mars Attacks the World to capitalize on the publicity. The film was a box-office success. Flash Gordon's Trip to Mars was less expensive to make than the first Flash Gordon serial. Mars Attacks the World Universal Pictures also prepared a feature-length version of this serial, which was already ready for release in October 1938 when Orson Welles astounded the country with his Mercury Theatre on the Air radio production of H. G. Wells's The War of the Worlds. Universal then quickly had the feature's title changed to Mars Attacks the World, and a week after the Welles broadcast, opened it at a Broadway theater as a major premiere event. The original title for this feature had been Rocket Ship, which was subsequently used for reissues of the first Flash Gordon serial's feature version, which had been originally released under its source serial's title in 1936 in the United Kingdom. Critical reception Time in 1938 declared the serial to be "a Grade A cinemedition