Great men are forgiven their murderous wives!

Monday, January 27, 2014

Episode Spotlight: "ZZZZZ" (1/27/1964)

Season 1, Episode 18
Originally aired 1/27/1964

After “Don’t Open Till Doomsday” teased and tantalized the viewing public fifty years ago last week, The Outer Limits followed it by drenching the airwaves in a hot, sticky shower of temptation, lust and… honey?

Entomologist Benedict Fields has artificially “accelerated” the intelligence of a hive of bees in his lab, to the point where they’ve developed “grammar and a dictionary." What he doesn’t know is that the hive is much more developed than he realizes: they’ve hatched a plan to take over the world by interbreeding with humans to create a superior human-bee hybrid. To this end they’ve transformed their queen into a human (at least to the naked eye) calling herself Regina, who shows up at Fields’ place applying for a position as a lab assistant. Fields hires her on the spot, to the minor chagrin of his wife Francesca.

Regina wastes no time trying to lure Fields into mating with her, drawing the ire and suspicion of Francesca, while Fields carries on maddeningly oblivious, preferring to think of her as a child (newsflash, dude: no child has a rack like that). Regina collapses while communicating with the hive through Field’s translator equipment (which is set to record, unbeknownst to her). Fields’ doctor friend blames food poisoning; however, his cursory tests reveal that she’s a “complete mutant” in terms of her blood chemistry.

Regina quickly recovers and releases her drones to kill Francesca, who's become wise to her (and the hive's) scheme. After the funeral, Fields discovers the recorded conversations between Regina and the hive. Regina shows up wearing Francesca’s wedding veil and attempts to seduce him and, seething with righteous anger, he backs her off the balcony. She falls to the ground, transforms back into a bee, and flies away.


“ZZZZZ” is the third Outer Limits script written by Meyer Dolinsky, who previously contributed two of the greatest episodes in the entire series, “The Architects of Fear” and "O.B.I.T." Coming on the heels of those achievements, “ZZZZZ” is almost guaranteed to be a disappointment, which it admittedly is... but it may not be Dolinsky’s fault, as producer Joseph Stefano did some fairly heavy revising before it went before the cameras (it does feel a bit diluted and less cohesive somehow, which was also the case with “The Mice” from a few weeks back; that episode also suffered from muddled authorship). I’m not saying “ZZZZZ” is bad. It’s actually quite fun: the interplay between the sexually-stodgy Fields and the aggressively horny Regina is highly entertaining (as is the inevitable cattiness between the ladies). There are some nice thematic contrasts drawn between youthful sexual expression and quieter, middle-aged affection. The Fields’ marriage, more comfortable than passionate, is perfectly believable, which adds a nice human dimension.

John Brahm occupies the director’s chair for the first of two Outer Limits stints (he’ll also direct “The Bellero Shield” in two weeks). Brahm directed a whopping twelve episodes of The Twilight Zone (more than any other director), among them undeniable classics like “Time Enough at Last,” "The Four of Us Are Dying,” “Mirror Image,” and “Shadow Play.” He also helmed ten episodes of Alfred Hitchcock Presents (and, later, five episodes of The Alfred Hitchcock Hour), twelve episodes of Boris Karloff’s Thriller, and eight episodes of The Man from U.N.C.L.E. (which starred TOL alum David McCallum). He also directed a few film noirs, including the 1944 remake of Hitchcock’s The Lodger and Hangover Square (also in ’44), and much of his television work definitely has that nice dark noir vibe… unfortunately, “ZZZZZ” is completely lacking in that kind of atmosphere. This is doubly (or even triply) frustrating since the director of photography this week is Conrad Hall, who is responsible for the majority of the shadowy, noirish photography on The Outer Limits. The episode doesn’t look bad, per say… but it’s somewhat bland, which feels wrong given its production pedigree.

That being said, there are some nice visual touches throughout, among them Regina’s starburst eyeball optical effect (the sole visible trait suggesting she’s something other than human). The sight of Regina licking a water lily, presumably feeding on its pollen, is arrestingly odd (and surprisingly erotic); in fact, the entire garden at night sequence is quite lovely and mysterious.

Unfortunately, the climax is less satisfying on a visual level. The shot of Regina in her bee form leaving the scene looks cheap and silly, undermining the emotionally weighty shots of the devastated and traumatized Fields. I mean, I suppose it’s probably difficult to convey dramatic weight when you’re dealing with a tiny little bee, but still. They could've maybe staged it differently.... what if Regina, unharmed from the fall and now back to her normal state of being (beeing?), flew up and landed softly on Fields' shoulder for a moment, then flitted away? He could hear the buzzing sound, just for a moment, and turn thoughtfully back toward the balcony, staring out at nothing, his mind trying to make sense of everything that's transpired, ending things on a strange, almost wistful note. I dunno.

Regina is roughly the same age as the Fields' deceased daughter (well, appears to be, anyway) would be had she lived. As long as I'm rewriting Dolinsky/Stefano's hybridized script, I wonder how things would've played out if the child hadn't died. Given Regina's impatient (but ultimately loveless) drive to bear children, we might've seen some fascinating interplay between the girls: Since Regina isn't able to sway Fields with her sensual charm, she might try to bond with the child to attract him on a more familial level; meanwhile the child, sensing the threat Regina represents, might respond with an Elektra-infused hostility. I'm not sure where Francesca would fit into this (if at all), since too many conflicts would dilute the impact; in any case, as a father with daughters, I'd be much more engaged in this story direction.

“ZZZZZ” opens with an actual prologue, versus the brief pre-opening teaser that had become standard on the series. We see the hive’s queen undergoing the difficult and traumatic transmogrification into Regina, who promptly faints as soon as she’s fully transformed. I’ve stated in these pages before that I greatly prefer prologues to teasers, as teasers typically wreck the intended reveal of each episode’s alien/monster/threat. Here, interestingly, we see the “monster” immediately, most likely faster than we would have with a teaser. It feels strange referring to Regina as a “monster”; she’s easily the most beautiful (and definitely the sexiest; sorry, Box Demon!) creature the series will ever show us.

As Regina, Joanna Frank is exquisitely and uniquely beautiful; her large, dramatic eyes evoke the stylized females depicted in Japanese anime. She positively radiates hot, lustful sensuality as Regina (I can’t help but wonder if that name was chosen because of its similarity to “vagina”; hey, it’s a valid question!), and Francesca is (well, was) absolutely justified in feeling threatened by her. If I’m being totally honest, my wife Teresa would probably have some justifiable concerns of her own if Regina showed up looking to make me her drone.

I found her in the garden, honey. Can I keep her? Can I, huh? Huh? Huh?

Frank was born and raised in New York, and there’s an adorable moment when her accent comes through loud and clear (time stamp 38:02). Check it out:

We get more nifty lab equipment and assorted gadgetry this week: Fields' bee-to-human translation device (complete with oscilloscope!), the "artificial bee" microphone he uses to talk to the hive (which doesn't fool them for a second), and the charming "memory bank" that looks like a first-gen iPhone. What we aren't shown is just what equipment or alchemy Fields used to "accelerate" the intelligence of the hive, rumination upon which begs the question: why did he do it in the first place? If his intent is to get "up close and personal" with the hive to study it and hopefully communicate with it, why alter it? Wouldn't that render his findings useless, since his specimen(s) aren't real-world bees anymore? You just contaminated your control group, dude.

Of course there are more unanswered questions. Fields made the bees super-intelligent, but I doubt even Gwyllm Griffiths-level brainiac bees could figure out how to bend nature and manipulative organic matter to the degree that they can turn one of their own into anything other than a bee, much less a full-sized human. Seriously, that is a fucking major feat. Respect, bees. 

The episode paints Fields as something of a victim, particularly in act four after Francesca is murdered. I find it hard to judge Regina and her hive too harshly, since Fields is the one who tampered (genetically or otherwise) with the hive in the first place… so all the bees, even Regina herself, aren't really themselves, are they? It’s really Fields’ own damn fault that the whole thing happened at all (much as Doctor Frankenstein was ultimately responsible for the deaths at the hands of his monstrous creation). And honestly, Regina is so charming, so lovely and adorable, that I can’t consider her a villain at all.

I can’t help but wonder what events might play out directly after the episode ends… will Fields destroy the super-intelligent hive? Or will he continue studying them? Perhaps given a little time and solitude, perhaps he’ll be more open to Regina’s unique form of companionship. Or maybe Regina will retrieve her swarm of drones and move on to the next guy, who most likely won’t be so Victorian and repressed (I know I’d have a helluva time turning her down). In any case, this is a story that could certainly continue….


Dominic Frontiere’s underscore for “ZZZZZ” is comprised mostly of stock music, much of it culled from last week’s “Don’t Open Till Doomsday” (“Groom Be Gone”; “A Father’s Search”; “Upstairs”). He did, however, create two new cues: “Teaser” (heard during the… well, it’s pretty obvious) and “Buzzing About’,” which punctuates the action as Regina unleashes the hive on Francesca. At the end of the episode, as Fields lets Francesca’s wedding veil slip from his fingers, we hear a cue from “The Man Who Was Never Born,” which reminds us of Bertram Cabot finding Noelle’s abandoned veil, and crying as he realizes she's gone forever. It's a nice piece of musical symmetry.

The body of Frontiere’s work for The Outer Limits is staggering in its uniform brilliance, and the vast majority of it can be found on La La Land’s three-disc soundtrack set, which is somehow still available as of this writing, even though it’s now clearance-priced at $15.98 plus shipping. Best jump on it, kids.


In the lead as Professor Fields is Philip Abbott, whom we last saw in “The Borderland" last month. Before that he appeared once on Stoney Burke (“The Contender”) and twice on The Twilight Zone (“Long Distance Call” and “The Parallel”). Before that he had a memorable turn in “Portrait of Jocelyn” on Alfred Hitchcock Presents (memorable for me because it was the first episode of that series I ever saw).

The ill-fated Francesca Fields is played by Marsha Hunt, who also appeared on The Twilight Zone around the same time (“Spur of the Moment,” which turns 50 next month). Genre fans may have also spotted her on Alfred Hitchcock Presents (“Tea Time”) and Star Trek: The Next Generation (“Too Short a Season”).

The exquisite Joanna Frank is beguiling and delightful as the Queen Bee Regina, who I’m happy to crown the reigning TOL Babe of Babes. She doesn’t have any other genre credits on her resume, but she did pop up in the "Where the Action Is" episode of The Fugitive (which aired the night after "ZZZZZ" premiered!), in which she solidified her vivacious and slightly-salacious persona: while flirting with Richard Kimble, she nimbly recites her measurements (36-24-36.... *sigh*).

Frank is probably best known for her recurring role on L.A. Law, a series in which her real-life husband Alan Rachins played her husband (that lucky son of a bitch). She also made a brief appearance in 1989’s Say Anything which, if you were a teenager in the 80’s like me, was a must-see (it still holds up quite well today, actually). I think I've made it pretty damned clear that I have a huge crush on her and, not surprisingly, she still looks great today.

Joanna Frank in 2013.

Booth Coleman (Doctor Howard Warren) is on hand for his only TOL appearance. Other genre work includes roles on Boris Karloff’s Thriller (“Man in the Cage” and “Waxworks”) and Star Trek: Voyager (“Nemesis”) and, probably most notably, he played Dr. Zaius on TV’s Planet of the Apes.


Interesting trivia bit on the VHS release of “ZZZZZ”: the title on the box was “ZZZZZZ” (note the extra Z). I assume this was a simple typo; however, if it was intentional on the part of a mischievous copy writer, he or she could’ve (or maybe should’ve) taken it WAY further…

The episode was also part of the Columbia House VHS club, which offered two episodes per tape; “ZZZZZ” was paired with “Controlled Experiment” (I don’t have it, so I don’t know if their title also has an extra Z; it’d be kinda hilarious if it did).

I’m feeling a bit lazy (or lazzzzzzy) this week, so I’m gonna copy and paste an earlier description of the series’ storied DVD releases (there are only so many different ways I can reword and rearrange this information, and I think I’m running out of variations): (“ZZZZZ”) has shown up on DVD three different times: in the season one boxed set in 2002, the volume 1 set in 2007 (which comprised the first half of season 1), and the complete series boxed set in 2008 (just in time for the show’s 45th anniversary; however, the 50th anniversary doesn’t appear to merit jack shit).

Don’t have the DVDs, but want to be enticed and entranced by Joanna Frank for an hour? Point your browser over to Hulu, where you’ll find “ZZZZZ” (and the rest of the series) available for streaming, completely free. They’ve also got the entire 5-year run of The Twilight Zone, if you’re interested (a little cross-promotion between blogs never hurt anybody, right?).


“ZZZZZ” never found its way into the trading card offerings from Topps and Rittenhouse; however, it (like all 32 episodes of season one) was graced with a single card in the DuoCards series from 1997 (#32). 


No action figures, bobble heads or blow-up dolls commemorating Regina have ever appeared (so far, that is; I remain cautiously hopeful). However, Dimensional Designs did create a resin model kit of her (DD/OL/QB-13), sculpted by Takeshi Yoneda. I’m usually quite enthusiastic about these model kits; unfortunately, I pretty much hate this one. First of all, she’s got a fucking bee arm (she was never depicted in a state of partial transformation in the episode and, even if she were, it looks terrible here) and, perhaps more importantly, the face looks nothing like Joanna Frank (the same can be said of their model of Trent from “Demon with a Glass Hand,” which looks nothing like Robert Culp; maybe they had a problem securing the likeness rights?). I mean, I can see where Yoneda tried to capture Frank's features (hair, eyes, mouth), but he completely failed at capturing her beauty. This Regina is just... well, fugly. And c’mon, where’s her glorious buxom bosom? And what the hell is with her finger? Is that supposed to be a “come hither” gesture? Dumb, dumb, dumb. Here’s Mr. Enamel’s finished version:

Ugh, just… ugh. If you want your own kit (not sure why you would, but whatever), it’ll set you back $49.95 plus shipping.

Thankfully, our buddy Woody Welch picks up the slack with an amazing painting of Regina, one of five he was commissioned to create for the upcoming Outer Limits gallery event at Creature Features in Burbank, California (celebrating David J. Schow’s new book, The Outer Limits at 50; slated for February, date and time to be announced). Welch perfectly captures Joanna Frank’s beauty and enhances her sensuality with a pin-up girl reimagining (and thankfully, he didn't skimp on her, um, attributes). And… well damn, that’s one lucky bee. I sincerely hope Alan Rachins snaps this up and hangs it over their bed.

Welch also created a nice charcoal sketch of Regina; again, he adeptly captures Frank’s arresting fusion of otherworldly beauty and sultriness.


I must admit, it's a bit difficult for me to be objective when I'm constantly being distracted/hypnotized by Joanna Frank. I'm not convinced "ZZZZZ" is great television (much less great Outer Limits television), but it does contain some interesting (if not always sufficiently developed) themes swirling around in the honey pot. I guess that places it somewhere in the middle of the pack... but when you top it with a thick slathering of Joanna Frank, you end up with a pretty heady cocktail of confused impulses and sexual longing. So... does that make it a metaphor for marriage? Honey, put down that frying pan...!


  1. I can still clearly remember being mesmerized by Joanna Frank as a 12 year old boy back in 1982 when I first saw this great episode.

    Great post!

  2. I was born just three days after this episode aired (so yeah, I'm 50 now, what of it!?!). Anyway, I wish I had a better episode of TOL to share an anniversary with.

    "ZZZZZ", as the title infers, is a total snore fest. The story idea is creative but it's just so bland. I like two things, the voice of the bees and the look of Joanna Frank. That's it.

  3. I am 9 months younger than you and I rate this episode as a top 5. Funny how 2 people can have such a varied opinion on a tv show even being the same age. I have a feeling my birthday episode will be much worse than yours!

  4. Just checked my birthday episode is Cold Hands Warm Heart. Can I trade with you?

  5. C'mon, start thinking with your right head, dude. The name "Regina" was chosen not because of its similarity with "vagina" (well, not it's primary reason, at least), but because of its Latin origin, which means "queen" (think "regency"). I.e., she's the queen bee, get it?

  6. I could care less if this was a good episode or a bad episode. All eyes on Joanna Frank!

  7. C. Magaret - I also was surprised that Craig did not get this connection, or at least did not mention it. I was quite relieved that TOL did not itself try to explain the joke, as it sometimes is wont to do.

    You would think that there would be other visual puns based on her bee nature, but nope -- no hair- or hat-styles reminiscent of antennae (although I think the one-eye-obscured hair fashion was ahead of it's time, perhaps) or hexagon-patterned clothing.

    I must agree that 70-some-year-old Joanna Frank is not too bad looking (although, neither is 60s-era Marsha Hunt, if you look at the Twilight Zone screencap) - I wonder if she is still as cavalier about being objectified as the text in the duocard suggests she was then:

    | "ZZZZZ" 32
    Airdate: January 27, 1964
    Writer: Meyer Dolinsky
    Director: John Brahm
    Director of Photography: Conrad Hall
    Cast: Phillip Abbott (Prof. Benedict O. Fields), Marsha Hunt (Francesca Fields),
    Joanna Frank (Regina/Queen Bee), Booth Coleman (Dr. Howard Warren), Robert
    Johnson (Bee Voices)
    Log Line: A queen bee takes human form to lure an unsuspecting entomologist into a diabolical
    trap. [?]
    Note: Actress Joanna Frank is asked about this role frequently. She recalls her experience on
    THE OUTER LIMITS as an extremely positive one, and seems amused at the effect she had
    on the (mostly male) production team.
    TM MGM © 1997 Outer Prods. Llc; MGM Consumer Prods. Text by Gary Gerani.
    Produced by DuoCards, Saddle Brook, NJ, 07683. Made in U.S.A.
    [Part 1 of 2]


    1. Speaking of objectification, Woody Welch's painting certainly captures her facial features well (at least compared to the horrendous miniature directly previous in the article) but something about the quality of the painted light gives it an artificiality outshone by even the B&W and lower-res original footage. Incidentally, I bet this will be the article with one of the highest pageviews for this blog, as that is the only place this image appears on the web‡, and it certainly is eye-catching in Google Images (how I found it, looking for 'zzzzz regina'). Of course, there are many places on the web where young nubile women are depicted as bees or...with bees, so to speak. This seems to be an odd quirk of humanity, to imagine such unlikely things about other species.

      It seems Craig especially likes this episode, having mentioned and screencapped it in the introductory first post on 'My Life in the Glow'.

      Relevant links from We Are Controlling the Transmission:
      Episode -
      Spotlight -

      Contrary to the duocard, the first of those links says: "According to the OL Companion, Joanna Frank felt abandoned on the set by director John Brahm, whose only advice was to 'go with your feelings.' I'd like to think that Brahm, interpreting her character as an alien, intentionally alienated Frank, in order to accentuate the awkwardness a stranger in a strange land (and body) would feel. I'd like to think that. I'm delusional that way."

      Last thoughts:
      * Does Francesca have a spike bracelet in the murder scene? It sure looks like one.
      * Footage is a mix of cheesy and realistic images of bees & bee swarms. In one shot it looks like they set up cameras outside a hive, but the attack swarm looks like nothing more than a cloud of dots moving in lockstep.
      * By the by, commenting because it just aired on

      ‡by contrast, it does not seem the image of the pink anime girl holding a pen has an original source beyond being stereotypically anime and suited for a desktop background image.

    2. [Part 2 of 2, BTW.]

      Looks like the DuoCard formatting got messed up in part one. Ah, well.


  8. I just saw this episode in it's entirety for the first time just the other day - and mat I say, I was just totally blown away by Ann Franks' beauty. Especially those eyes of hers. I don't think I've ever seen eyes like that on any woman in the film industry before. And I've been watching TV for many years now. Ann was so seductive - almost surreal. If she were to seduce me, I wouldn't have had a chance in hell at resisting her. They should have cast Ann Frank for the Lolita role. Guys would have been lining up to see that movie. Wow - three days later after seeing Ann in this out limits, and I am still feeling the effects of her beauty and performance. Nice to know that she is from New York. I am as well.

  9. I was 12 when I first saw this episode. Alas, it didn't work for me then, and it doesn't work for me now. The bees certainly had no time to develop the technology to transform molecular structures from insect to semi-human. Also, there's the conservation of matter issue. This episode never worked for me. (Did I say that?)

    The other OL episode that never came close to working for me was Production and Decay of Strange Particles. A total mishmash.

    Ah well. "ZZZZZ" is still better than an episode of Lost in Space. But then, so is a bad case of jock itch.


  10. Sometimes, when I watch this episode, I think about......... sex.

  11. Swifty the SpacebirdApril 19, 2017 at 12:09 AM

    You must Bee-Have Yourself now and Buzz off or you will Bee in trouble

  12. BEES,BEES,BEES and many many more bees this title should listen as the strangests title for a tv series episode

  13. This comment has been removed by the author.

  14. Guys, it occurs to me that the name Regina was probably originally chosen not because it sounds like vagina, but rather due to its royal connotation (since she was the queen bee).

  15. Joanna Frank gave me an autographed photo almost 30 years ago!

  16. Congratulations for your amazing site! In my country, Brazil, "Outer Limits" is known as "Quinta Dimensao" (Fifth Dimension).
    I would like to share two fan art I drew just for fun, inspired by reading your interesting articles:

  17. This episode is kind of fun, I’ll admit, if you can get past the utterly ridiculous premise that somehow a bee figured out to transform itself into a human. And not only a human, but one draped in a form-fitting gown, who also knows many of the little specifics of how to interact in the human world.

    Unfortunately, I just can’t quite get past this extremely goofy set-up. But, if you can put that aside, it’s an interesting (if extremely illogical) episode, though the ending does feel a bit flat. I’d like to have seen her transform back into a bee---which is then promptly swatted by Professor Fields.


  19. Long Beefore any of those Bee Movies was this Be TV series of he Outer limits movies like THE DEADLY BEE'S THE SWARM,KILLER BEES and long before we would he hearing anything about those nasty African Killer Bees its Cold Night Outside but is Swarm inside just Beehave yourselves