Flash Gordon's Trip to Mars is a 1938 Universal Pictures 15–chapter science-fiction movie serial based on the syndicated newspaper comic strip Flash Gordon. It is the second of the three Flash Gordon serials made by Universal between 1936 and 1940. The main cast from the first serial reprise their roles: Buster Crabbe as Flash Gordon, Jean Rogers as Dale Arden, Frank Shannon as Dr. Alexis Zarkov, Charles B. Middleton as Ming the Merciless, and Richard Alexander as Prince Barin. Also in the principal cast are Beatrice Roberts as Queen Azura, Donald Kerr as Happy Hapgood, Montague Shaw as the Clay King, and Wheeler Oakman as Ming's chief henchman. The serial was followed by Flash Gordon Conquers the Universe (1940). Plot When a mysterious beam of light starts disrupting and destroying the Earth's atmosphere, Flash Gordon (Buster Crabbe), Dr. Zarkov (Frank Shannon), and Dale Arden (Jean Rogers) - accidentally accompanied by wisecracking reporter Happy Hapgood (Donald Kerr) - swing into action in Zarkov's rocketship, believing that it could be coming from the planet Mongo. Once in space, however, they discover that the ray is originating from Mars. Journeying to the fourth planet, they discover that their old enemy from Mongo, Ming the Merciless (Charles B. Middleton), whom they had believed dead, is still alive, and has formed an alliance with Azura (Beatrice Roberts), the Witch Queen of Mars. From Azura's planet, and under her protection, he is operating a gigantic Nitron ray that is destroying Earth's atmosphere. Azura's powers include the ability to transmute people into figures of living clay, condemned to live in darkened caves, and she is hated and feared by most of the population. Conversely, the Clay People, led by their King (C. Montague Shaw), know the secret of how to eliminate Azura's power, but lack the means of escaping the caves to which their ruined bodies restrict them, to battle her. Gordon and his party seem to hold the answer to their problem, except that the Clay People do not trust them at first, and end up holding Dale Arden hostage. Ultimately, the Earth visitors and the Clay People become allies in the tandem quest to defeat Azura and stop Ming from destroying the Earth. Flash, Dale, Zarkov, and Hapgood do battle against Azura's magic and her Martian space force, Ming's super-scientific weaponry, the treacherous Forest People, and other dangers on the Red Planet. Finally, they win