by Queen Amora, who takes him as her sex slave. To achieve this, Amora takes Flesh to her ship, which departs for the stars while she hypnotizes him and they make love. Angry at her rebellious attitude, Wang shoots down Amora's airship, and Flesh is the only survivor. Jerkoff escapes the palace and reunites with Flesh, and they resume their efforts to defeat Emperor Wang. To aid them in their quest, Amora's spirit lends them her "power pasties", which turn out to be powerful weapons against Porno's soldiers. The heroes manage to interrupt Wang and Dale's wedding before it is fully realized, and a fight ensues. During it, Dale is kidnapped by Amazonian lesbians. Their leader, Chief Nellie, attempts to initiate Dale into their warrior sex cult. Flesh and Jerkoff save her, unexpectedly aided by Prince Precious of the Forest Kingdom. With help from their new ally, Jerkoff builds a weapon to destroy the sex ray. During the mission, they confront Wang and trick his "rapist robots" into turning on him. However, Wang escapes, seeking the aid of the towering idol of the Great God Porno. Porno comes to life and captures Dale, blandly commenting all the time as they flee. Shooting the living idol, Jerkoff frees Dale and causes the god to fall on Wang. The crash destroys the sex ray and kills them both. Flesh, Dale, and Jerkoff are celebrated as heroes of the planet Porno and then return to the Earth. Cast Jason Williams as Flesh Gordon Suzanne Fields as Dale Ardor Joseph Hudgins as Dr. Flexi Jerkoff William Dennis Hunt as Emperor Wang the Perverted John Hoyt as Professor Gordon Candy Samples as Chief Nellie Mycle Brandy as Prince Precious Nora Wieternik as Amora, Queen of Magic Lance Larsen as Guard for Emperor Wang Robert V. Greene (voice) as Narrator Craig T. Nelson (uncredited voice) as The Great God Porno Production Flesh Gordon was shot in 1971, and according to producer Bill Osco, cost $470,000 to make. Osco intended to hold out for a major distributor to pay a $1 million advance to secure the American release rights. The film initially was assigned a MPAA rating of X, but was then re-edited, receiving a reclassified rating of R. The original running time was 78 minutes, but the later, unrated "collector's edition" video release runs 90 minutes. Flesh Gordon employed special effects artists who later gained Hollywood