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An astronaut, named Brent, is sent on a mission to find the missing astronaut crew from the first film, and he also lands on the planet of the apes where he stumbles upon an underground city where the last humans have hold up in hiding from the dreaded ape army now out to exterminate mankind.

A flying saucer built by the U.S. government is launched into space on a top secret test flight. Due to some unknown reason, the saucer can only be piloted by a woman (male test pilots died of radiation poisoning). Sheila Sommars is the pilot chosen and all goes well until Jose Ortega, an exiled ruler for an outlaw nation, uses a secret remote control device to cause the ship to land at his secret base in Mexico. Ortega then rapes Sheila and leaves her for dead only to be found a few months later in a state of shock. Agent Matt Helm is then assigned to find the saucer, with Sheila posing as his wife. When he gets to Mexico, he must not only deal with Ortega and his henchman Quintana, but with enemy agent Fracesca Madeiros (an operative for Helm’s main nemesis Big O) and an Arab agent/assassin named Nassim.