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It Conquered the World

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311 - It Conquered the World
Air Date August 24, 1991
MST3K Director Jim Mallon
Movie Director Roger Corman
Year 1956
Cast Lee Van Cleef
Peter Graves
Beverly Garland
Short ''Snow Thrills''
Year 1945
Preceded by 310 - Fugitive Alien
Followed by 312 - Gamera vs Guiron

"He learned almost too late that man is a feeling creature… and, because of it, the greatest in the universe. He learned too late for himself that men have to find their own way, to make their own mistakes. There can't be any gift of perfection from outside ourselves. And when men seek such perfection… they find only death… fire… loss… disillusionment… the end of everything that's gone forward. Men have always sought an end to the toil and misery, but it can't be given, it has to be achieved. There is hope, but it has to come from inside — from man himself."
  — Peter Graves' final speech

The Short



A Sport Parade newsreel focuses on winter sports and activities that probably would result in any number of lawsuits nowadays. The fun includes ice skating, ice yachting, dog sledding, polar bear swimming, skiing (pronounced "schiing"), cross-country "schiing", ice fishing, "schi" jumping, "schi" joring (pronounced "horing"), and bobsledding.


The Movie



It Conquered the World

Dr. Tom Anderson (Lee Van Cleef) is a brilliant but prickly physicist. Once the head of the "Perpetual Missile Project", he has fallen out of favor, but he has a ham radio with which he is in contact with some Venusians.

Tom is disgusted with mankind's less-than-stellar moral behavior and is convinced the solution is to remove, with the assistance of the alien, man's messy emotions. Tom's wife (Beverly Garland, from Gunslinger and Swamp Diamonds) is loyal to her husband but won't go along with his plans. He guides one of the Venusians to Earth with the aid of a satellite that was recently put into orbit by his old friend, fellow space scientist Paul Nelson (Peter Graves). The alien takes up residence in a nearby cave, causes all electromechanical devices to stop working and sends out flying bat-like creatures to implant mind control devices in key humans.

Taking over a society requires unpleasant measures that, along with Nelson's unwillingness to cooperate, eventually persuade Anderson to reconsider his alliance with the alien.

The screenplay contains the line "... man is a feeling creature, and because of it, the greatest in the universe."


  • Itconqueredtheworld

    It Conquered the World

    Monster-builder Paul Blaisdell originally crafted the monster as a short, dense thing because of Venus’ heavier gravity, but soon found that a two-foot-high alien invader wasn’t very intimidating – especially after Beverly Garland laughed at it and knocked it over with a single kick. So he added a three-foot tall conical head. Unfortunately, that only managed to make it look sillier (and more pickle-like). During filming Beverly Garland kept telling herself that the design wasn’t finished, and it would get better. But of course it never did.
  • Cult favorite actor Dick Miller (who is probably best known for his work in Gremlins) appears as Sgt. Neil. Miller also appeared in Gunslinger and The Undead, which were both directed and produced by Roger Corman.
  • Among the numerous names the crew gave the monster were the Tee-Pee Terror, The Cucumber Critter, and the Carrot Monster.
  • The little bat-like creatures that the monster uses to control people would later be re-used in Roger Corman's next film, The Undead.
  • Shot in five days.
  • Paul Blaisdell, who designed, built and portrayed the alien in the movie, affectionately dubbed his creation "Beluah". It is easily the most popular monster of Blaisdell's oeuvre among his fans as well.
  • In 1956, American International released this film on a double bill with The She-Creature (1956).
  • Peggie Castle was originally cast as Joan Nelson, but had to pull out of the project shortly before filming began. She was replaced by Sally Fraser, who did it as a favor for director Roger Corman, a friend, even though she was five months pregnant at the time.
  • Although usually referred to as a being a "cucumber" or another vegetable by fans, "Beluah" is actually supposed to be a fungus.

The Episode

Host Segments


Joel & the Bots listen to Peter Graves' speech

Prologue: Joel attempts to use Crow as a ventriloquist dummy to get on to Star Search.

Segment One (Invention Exchange): Crow and Joel switch roles, the Mads create instant hanged men costumes, and Joel demonstrates the Sony Seaman which imitates the soothing sounds of the ocean.

Segment Two: Joel and the Bots do their own version of the winter sports seen in the short.

Segment Three: The gang do their own extra-bitter version of the coffee scene from the film.


The Mads listen to Peter Graves' speech.

Segment Four: Based on confusion over the relation of James Arness and Peter Graves, Joel and the Bots sing the "Celebrity Siblings Song".

Segment Five: The crew and the Mads watch Peter Graves' stirring end speech from It Conquered the World and read letters.

Stinger: "He learned almost too late that man is a feeling creature..."

Other Notes


  • Unusual credits: Peter Graves' speech from the end of the film is played instead of "Mighty Science Theater".
  • First Roger Corman film featured on the show.
  • The closing repetition of the speech can be explained by Joel’s earlier admission that the show was a bit short that week.

Episode Airings

  • This is one of the episodes affected by the glut of Penn Jillette voiceover promos, which was played over the end credits in spite of the repetition of Peter Graves' speech.


Obscure References

  • "Hardcastle and McCormick!"

"Hardcastle and McCormick" was a TV series from the mid-1980s.

  • "It's the 'Agony of Defeat' audition!"

A reference to the opening credits sequence from Wide World of Sports, in which the narrator mentions "the agony of defeat" over footage of a ski jumping accident.

  • "It's the Sled of the SubGenius!"

A reference to the satirical pseudo-religious movement the Church of the SubGenius, whose "prophet" is named J.R. "Bob" Dobbs.

  • "Say, whose line is that, anyway?"

Referencing the improv comedy series (and fellow Comedy Central show) Whose Line Is It Anyway?.

  • "I'll paint any car for $49.99!"

Earl Scheib Paint & Body promised to paint "any car, any color, for $[amount], no ups, no extras." The quality was questionable.

  • "James Arness will return in 'Sweet Sweetback's Baadasssss Song'!"

A reference to the "James Bond will return in..." taglines that frequently appear during the closing credits of James Bond movies, and to the blaxploitation film Sweet Sweetback's Baadasssss Song.

  • "Barney. Paris. They'll help me."

Peter Graves, who plays Dr. Nelson in the movie, performed the role of Jim Phelps in the original "Mission: Impossible" TV series. Barney and Paris were members of Phelps' IMF team from the show, played by Greg Morris and Leonard Nimoy respectively.

MST3K 311 Promo00:37

MST3K 311 Promo

"He learned almost too late that man is a feeling creature..."

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