You know what they say. If you can’t get John Milius, grab the dude who directed Mandingo, Soylent Green and the Neil Diamond remake version of The Jazz Singer, Richard Fleischer. That’s exactly what Dino and Raffaella De Laurentiis did here. It makes sense, though, as Fleischer had also directed The Vikings, one of the films that had inspired Milius as he created Conan the Barbarian.

This time, however, gore was out and humor was in. That said, the original story is by Roy Thomas and Gerry Conway, the comic book writers who were behind so many of Conan’s Marvel Comics stories.

Conan (Schwarzenegger) and his companion, the thief Malak (Tracy Walter, Bob the Goon from Batman) are tested by Queen Taramis (Sarah Douglas, Ursa from Superman II). She has a quest for him and should he succeed, she will bring Valeria back from the dead. He must escort Jehnna, the queen’s virginal niece, to restore the horn of the dreaming god Dagoth (yes, Conan and HP Lovecraft aren’t far removed).

Our heroes are joined by basketball star Wilt Chamberlain as Bombaata, the leader of the royal guard, who has orders to kill Conan as soon as the gem is secured. To combat the wizard who has the gem, Conan brings back Akiro the Wizard (Mako) from the last movie. And soon, they save Zula (Grace Jones!) from some villagers and she joins their quest.

They come to the castle of Thoth-Amon, who is played by former pro wrestler “Judo” Pat Roach. Roach is in a ton of movies that you know and love and you know exactly who he is, but may not know him by name. He’s the flying wing mechanic in Raiders of the Last Ark, the bouncer in A Clockwork Orange and General Kael in Willow. He turns into a giant bird and kidnaps Jehnna and then turns into a monkey man inside a hall of mirrors. His death destroys the entire castle. This whole sequence makes the movie!

When they return, Taramis’ guards attack (Sven-Ole Thorsen, who played Thorgrim in the first film is one of them, this time called Togra), but Bombaata claims to have no idea why. Jehna starts to fall for Conan, but he explains his devotion to Valeria to her. Soon after, they learn that Jehna will be sacrificed to awaken Dagoth, who is played by Andre the Giant!

Everything works out for Conan and he decides to leave his companions behind for further adventures. Sadly, despite years of promising, no new Arnold starring film has reached the silver screen.

Despite this being a toned down film, it’s packed with great scenes. If only it was all as awesome as the sequences where Conan battles Thoth-Amon, including the mirror battle. Still, it’s way better than Red Sonja and any Conan project that would follow.