A space shuttle expedition led by Cmdr. Laird Granger (Sonny Tufts) and co-pilot Kip Reissner (Victor Jory) lands on the dark side of the moon after being hit by an asteroid. Helen Salinger (Marie Windsor), the sole female, guides the others to a cave with a livable atmosphere, having been steered there telepathically by cat-women who're planning to steal the rocket and conquer Earth. Can the crew resist the women's psychic and seductive powers?