Cat-Women of the Moon is an independently made 1953 American black-and-white three-dimensional science-fiction film, produced by Jack Rabin and Al Zimbalist, directed by Arthur Hilton, that stars Sonny Tufts, Victor Jory, and Marie Windsor. The film was released by Astor Pictures. Notably, the musical score was composed by Academy Award–winner Elmer Bernstein, though his last name is misspelled as "Bernstien" in the opening credits. Plot Utilizing a spaceship equipped with wooden tables and chairs, a "scientific expedition" to the Moon encounters a race of cat-women, the last survivors of a two-million-year-old lunar civilization. Residing deep within a Moon cavern, the cat-women have managed to maintain not only the remnants of a breathable atmosphere and Earth-like gravity, but also a pair of gigantic Moon-spiders. The cat-women wear black unitards, have beehive hairstyles, and wear elaborate cosmetics. Realizing that their remaining atmosphere will soon be exhausted, the cat-women plan to steal the expedition's spaceship and return to Earth, where, in the words of the cat-women's leader, Alpha (Carol Brewster), "We will get their women under our power, and soon we will rule the whole world!" Through the use of their telepathic abilities, the cat-women have been subliminally controlling Helen Salinger (Marie Windsor), the mission navigator and only female member of the Earth expedition. Once on the Moon, the cat-women take control of Helen's mind, after which she leads the entire crew (clad in spacesuits and equipped with matches, cigarettes, and a gun) to the cat-women's cavern. Although unable to directly control male minds, the cat-women are able to influence the male crew through Helen, using their own superior intellectual abilities and feminine wiles. As explained to Helen by the cat-woman Beta (Suzanne Alexander), "Show us their weak points. We'll take care of the rest." Along with telepathy, the cat-women can transport themselves, unseen and instantly, from place-to-place within the cavern. They use this ability to steal the crew's unguarded spacesuits, which forces the crew deeper into the cavern and into violent confrontations with the two Moon-spiders and the cat-women. Failing to exterminate the men, the cat-women approach them openly, using Helen to help establish friendly relations. Kip (Victor Jory), who has been suspicious of the cat-women, confronts Alpha about the missing spacesuits; she promises to return the suits in the morning. Food and drink are then brought, and private conversations between both groups begin. As these progress ("You're too smart for me,