“Boy, that must have been one heck of a movie!” — “Astro-Zombies M3: Cloned” (2010)

Directed By
Ted V. Mikels

Version Reviewed
Tubi TV version

Total Runtime
~1 hour, 43 minutes, 50 seconds

A video package of clips from the first two movies reminds us what’s happened thus far. It’s established that Part 2 occurred twenty years after Part 1, placing it in 1988, instead of 2002, when it came out.

An astro-zombie sprints through a field, sidestepping laser blasts from above. A well-aimed explosion knocks it to the ground. A close-up of its moving hand lets us know it’s not dead.

Cut to: present day — twenty-two more years later. An old woman wearing a bathrobe and shower cap wanders around her backyard, calling out for a lost cat named Leo. While she does this, an astro-zombie (I think it’s supposed to be the same one — where was it for twenty-two years?) sneaks into her home through her sliding glass door. The old woman goes back inside. She finds her cat. She feeds it a can of Lotus brand cat food (the same brand from Ted Mikels’ second-longest-running series, The Corpse Grinders). The voiceless intruder comes up behind her and slits her throat with a big, fake machete.

So… what does “M3” stand for? Mark 3? Mach 3? Is it a play on top-secret government programs like MJ-12 and MKUltra?
Credit: Tubi TV

Next, we jump to a book signing in Las Vegas, Nevada, where an author summarizes his latest work about astro-zombies and reptilian aliens to an audience of one person. The author comes off as a typical, paranoid conspiracy theorist, but everything that he talks about happened last movie, so he’s actually some kind of genius investigator, I guess. Two MIBs (men in black) walk in and try to intimidate him. They insist that a copy of his book be made out to a Malvina Satana — not Malvira Satana from Part 2, Malvina, with an “n” — the leader of an international spy ring, who’s only ever shown in hologram form, and is played by repurposed footage of Tura Satana (Faster, Pussycat! Kill! Kill!) from the cult classic original. This movie came out in 2010. Ms. Satana died in early 2011. It’s my assumption that she was supposed to appear, but had to pull out due to poor health. The awkward hologram workaround may have been Mikels’ way of keeping her involved in spirit without having to rewrite too much of the script.

Almost three hours Northwest of there, at a “bio-terrorism conference” being held in Area 51 ⁠— you know it’s legit because the word “bio-terrorism” was hastily scribbled on an otherwise blank whiteboard in the background ⁠— a General Ivan Mikacev (Ted Mikels himself) announces the reopening of the Astro-man Project to assist the United States military in some sort of ongoing war with a country or force that he never specifies. “I want thousands of these creatures, these monsters.” he commands. “I want tens of thousands. No! I want hundreds of thousands!”

Mikacev’s plan is to excavate astro-zombie remains from the desert, extract DNA from them, and make clones. I have two problems with this:

1) The astro-zombies disintegrated in urban areas, leaving only their shoes, gloves, and helmets behind.
2) They were made from human corpses. Therefore, their DNA will be human. Astro-zombies don’t become their own species til Part 4.

As the briefing comes to a close, secret agent WQ9 (Shanti, Owens from Part 2, now wearing a trench coat) and a guy who says one line all movie just kind of arbitrarily decide that a spy has infiltrated their ranks because they don’t recognize everyone who attended. WQ9 voices these concerns to a senator (Robert Southerland), who in turn calls the Doll Squad for assistance in weeding out the potential mole.

The Doll Squad is, for those of you in the dark, a highly trained group of Kung Fu-kicking females that first appeared in Mikels’ 1973 film of the same name, which, by the way, came out three years before the suspiciously similar Charlie’s Angels. Its leader, Sabrina (Francine York), calls and assigns the mission to a big-breasted woman named Queen, who is immediately betrayed by her best friend Peaches the drag queen. Peaches tranquilizes Queen from behind, hands her over to the Men in Black, and is promptly killed in return.

Hol’ up. What’s going on here?

[continued below]

Pictured left to right: Fake boobs, faker boobs.
Credit: Tubi TV

Thoughts (Possible Spoilers)
I don’t know either.

By this point, the Astro-man Project is well under way, though. A Sgt. Woolridge (Scott Blacksher, Zokar from Part 2) heads up a dig site where inmates are used to unearth the inexplicably undestroyed skeletons of our title creatures. Once a few have been found, Woolridge lines up the inmates and executes them while shouting stupid jokes: “Why’d the chicken-shit convict cross the master sergeant? To get to the other side. Maybe you won’t find things as funny in the next world!” BLAM! BLAM! BLAM!

General Mikacev’s unkempt, alcoholic twin brother Peter (also Ted Mikels) watches all this unfold from a distance, then digs up a leg bone and hobbles off to conduct his own research.

Meanwhile, inside the Experimental Wing of the government’s Bio-terrorism Department, the granddaughter of the man who invented the cybernetic assassins, one Stephanie DeMarco, looks through a microscope, shakes vials of green stuff, and performs other stereotypical scientific procedures. She has an intact astro-zombie on a hospital bed which is later explained to have come from the desert. It sits up and stares at her, which fills her with such excitement that she tells a nearby security guard to go look. “I’ve given life to a creature that’s been long deceased! Do you have any idea what it’s like to play God?”

The astro-zombie instinctively hacks the poor guy to pieces with a machete that was already in its hand for some reason. I wanna know who gave it a goddamn machete. We all know what they do with them. A man named Randy Peterson walks in. He’s all Yo, shit, let’s get this cleaned up.

“My bad.”
Credit: Tubi TV

That evening, Randy goes home to his wife, who just so happens to be a member of the Doll Squad, and breaches national security by telling her all the details of his day, including the unforeseen murder.

Over the next week or so, Dr. DeMarco spends most of her time and energy trying to civilize her test subject like Dr. Logan does with “Bub” in Day of the Dead by reading it children’s books and having it listen to classical music, all while struggling to pinpoint a mysterious defect in the central nervous system of the creatures.

Unbelievably, Crazy Peter cracks the code first. At thirty-six minutes, he discovers that astro-zombies can only understand backward talking (?), which is contradicted nine minutes later when Dr. DeMarco asks her pet zombie if it can understand what she’s saying and it nods yes.

Both scenes can’t be right. Is Crazy Peter supposed to be wrong, or did Mikels fumble this part of the plot? That’s for you to decide.

Around this same time, the mole mentioned back at the start is revealed to be some random old guy named Lancaster. He checks into Dr. DeMarco’s Cloning Room after hours and (accidentally?) activates the machine, causing it to spurt out several fully-formed astro-zombies in seconds.

Dude… no…

That’s not how cloning works whatsoever. It doesn’t just replicate matter.

Ehhh. You know what? Fine. It does.

The dozen or so death-dealing drones, which are exact copies of each other, yet come in all different shapes and/or sizes (!), break loose and rampage through town. The Doll Squad is sent in to eliminate them, equipped only with blowguns and darts that explode upon impact. Who will survive? I won’t ruin the ending, but I will say that it’s probably not one of the top hundred things you’ll see coming.


M3: Cloned is the second of three sequels to schlockstar Ted Mikels’ 1968 film The Astro-Zombies. It was preceded by Mark of… in 2002, and followed by M4: Invaders From Cyberspace in 2012.

While it’s not my favorite of the series, I do enjoy it immensely. I’ve watched it five or more times, and I’ll be the first to admit that it makes no damn sense. A lot of its hard-to-follow-ness stems from the fact that several key characters heel-turn, switching from “good” to “bad” for no reason besides further complicating an already incomprehensible narrative. There are swerves upon swerves, to the detriment of all logic and reason. Was this written by WCW booker Vince Russo? Because it feels like an episode of Monday Nitro from the late 90s or early 2000s.

Let’s look at WQ9, for example. She starts off working for a senator. Then, she’s revealed to be an MIB. The Men in Black are employed by the Department of Defense, and ⁠— in direct opposition to that ⁠— are also in Malvina Satana’s back pocket. As you’ll remember, the mole that WQ9 has investigated turns out to be someone named Lancaster. Well, the funny thing is, he reports to Satana too.

This means that a big chunk of the action is pointless and counterproductive for all those involved. When you break it down into even simpler terms, here’s what happens: the Men in Black (WQ9) have a chick from the Doll Squad (Queen) called in to identify one of their own (Lancaster), then kidnap her ass to prevent her from doing it. What fucking sense does that make? Government agencies thwarting themselves. That’s some next level bullshit. How deep does it go?

Credit: The Simpsons, 20th Century FOX

Of course, unnavigable stories are nothing new for those of you that have seen the first two astro-installments. Now that I think about it, M3: Cloned echoes them in a big way.

Its overall tone is that of the 1968 original in the sense that it’s boring and talky like that one. Between all its setup and pseudo-scientific mumbo-jargon, it fails to harness the manic energy of the 2002 followup. Plus, it doesn’t help that its action scenes are mostly clumped together at the end. To put it into perspective, the astro-zombies don’t even embark on their customary killing spree ’til the seventy-nine minute mark, or 76.8% of the way through the movie.

Visually, M3: Cloned resembles Mark of… Their production values are nearly identical, they share quite a few props and locations, and they seem to have been shot with the same low-grade digital camera. The most obvious carryover, though, is the cast, comprised of amateur actors, doctors who want to be actors, and Ted Mikels’ friends. In keeping with the confusion, everyone plays a new role, including

Credit: Tubi TV

That’s right, JOHN WAITE IS BACK! The man, the myth, the legend, who spake those immortal words, “By comparison, we are mentally retarded children.” has graced us once again with his presence — but this time, he’s not here to expand our consciousness with philosophical insight. He plays the part of a journalist, posing tough questions. “Do you consider [astro-zombies] to be human, and if not, are they at least as intelligent as humans?” he queries. I think the real question is, are any of us truly human in the face of such greatness, such… Waite-ness? You may find yourself pondering this while his segment transpires. Invariably, the answer comes back — a resounding fuck no.


As much as I love John Waite, I have to give the award for breakout performance to Volmar Franz as “MIB Enforcer” for the way that he shuts down the author, Leonard Bullock: “Roswell was a weather balloon. The alien autopsy ⁠— the work of a Hollywood charlatan. There has never been any kind of extraterrestrial testing at Area 51. And, just so it doesn’t screw up your day, Mr. Bullock, Sasquatch was a Kodiak bear, the chupacabra’s a mangy dog, the Loch Ness monster’s a fat sea otter, and we work for the Department of Defense in the Red Flag Division!”

“So watch your ass, fuckface.”
Credit: Tubi TV

Oh, and before I forget, big shout to the man who played “Convict Enforcer” for abandoning his Irish accent halfway through. Thanks for the laugh.

Another postive… the CGI has been greatly improved upon this time, which is good cos there’s quite a bit of it toward the end. Every time an astro-zombie gets hit with a dart, it blows up in a fiery blaze (that in one instance knocks out a car window, sending shards of computerized glass toward the screen). The effects still don’t land anywhere close to convincing, but they’re definitely better than Mark of…‘s Windows-95-game-found-in-a-cereal-box graphics.

One thing that sticks out to me as a negative is the relative unimportance of the premise. War just ain’t a big deal when extraterrestrials have already attempted to take over the planet. If I was Mikels, I would have switched the ideas for Parts 2 and 3 so the series progressed in this order:

1. Astro-zombies are created
3. Astro-zombies are re-created for war
2. Aliens invade Earth using astro-zombies
4. Astro-zombies themselves invade Earth

The only thing missing from this series is time travel…

5. Something involving time travel

You’re probably thinking: Ugh, there’s no way I’m watching this. He’s been telling me for the last however many paragraphs that it’s bad and boring, not to mention confusing. Yes! That’s precisely what I’m saying. It’s objectively awful in almost every way. But it’s also entertaining as Hell, and I still recommend that you watch it if you’re into weird movies like I am, which you probably are or you wouldn’t be here to begin with. Astro-Zombies M3: Cloned is available now on the free streaming app Tubi TV. You can’t beat the price.

I still have more Ted Mikels material to wade through, but I’m fairly confident this was his first and last crossover. By incorporating the Doll Squad and Lotus brand cat food, he established that his characters all coexist in a shared “cinematic universe” not unlike Full Moon’s, or Marvel’s. Kind of a shame that he passed away back in 2016 before having a chance to expand on that universe. The world could have used another mash-up where Astro-zombies have Blood Orgies with She-devils, or receive Text Messages From the Dead. Maybe some enterprising young filmmaker will take up the mantle.

‘Til next review, keep on slashin’.

A cartoon I done drew.

Body Count
30 humans, 16 astro-zombies.

Bod Count

Overall Enjoyability
4 Russo swerves out of 5.

I Got My Copy From


Further Reading
The Merits of Sin: The Astro-Zombies aka Space Zombies (1968) (USA)