THE GIRL FROM RIO

Jeff Sutton arrives in Rio, allegedly carrying $10 million in stolen money. Checking into a hotel, he connects with Lesley, a manicurist, apparently oblivious to his alleged crimes. He is also pursued by minions of Sir Macius, a crime lord, who also wants Sutton's stolen millions. After spending a night with Sutton, Lesley finds a newspaper that reports Sutton's crimes. She warns Sutton that being extradited is the least of his problems, and suggests the two escape Rio. Sutton agrees and the two head for the airport. Pursued by Sir Macius's men, Sutton and Leslie are split up. Lesley is captured by Sir Macius's men, while Sutton escapes by boarding a nearby plane. Thinking he's safe, Sutton realizes that the plane's only other passengers are heavily armed women in distinctive uniforms.

Brought to Sir Macius, Lesley is recognized as an operative of the megalomaniacal Sunanda, who has plans of world conquest. Knowing that Sutton has been captured by the Sunanda, Sir Macius has Lesley tortured to reveal his whereabouts.

Knocked out by gas, Sutton awakes to find himself in the secret city of "Femina", where Sunanda is assembling an army of women. She personally gives Sutton a tour of the city, including a display of her wealth with which she will finance her global conquest, money she has stolen from men who themselves stole or obtained money through corrupt means. Now she has her sights set on Sutton's stolen $10 million. Among Sunanda's prisoners, Sutton recognizes Ulla Rossini, a beautiful and rich woman who refused to join Sunanda's army. Jeff warns Ulla to be ready, that he was sent to Rio to get her out of Femina. Sunanda tortures Jeff to reveal the location of the hidden millions, using a radiation machine that causes a slow and painful death. When Sunanda begins torturing Ulla, Sutton breaks, revealing that there is no money, it was just a ploy to grab her attention. Enraged, Sunanda leaves Jeff and Ulla alone. Tricking the guards, Jeff and Ulla escape. Overpowering Sunanda's sentries, the 2 steal one of Sunanda's planes, and fly to Rio.

Reaching Rio, Sutton and Ulla are soon captured by Carl, Macius's chief henchman, and brought to Sir Macius himself. Like Sunanda, Macius is upset to learn that Sutton's money is nonexistent, then realizes that Sutton can still prove useful. As Rio readies itself for Carnival, Sir Macius has Lesley carry a message to Sunanda, offering Sutton in return for half of her fortune. Entering Rio in costume, Sunanda and her soldiers capture Ulla and Irene, Sir Macius's accountant, and orders Jeff to surrender himself to save their lives.

Turning himself over to Sunanda, Sutton is again subjected to Sunanda's machines, while Ulla and Irene are in separate cells. Before Jeff can be fatally tortured, Femina falls under attack by a squadron of helicopters, a strike force of Sir Macius. Jeff's guards leave him to help defend Femina, allowing him to escape the machine, and save Irene and Ulla. Before they can go far, their path is blocked by Lesley, now revealed to Jeff as one of Sunanda's minions. Jeff nevertheless convinces her to join his escape, with Ulla and Irene in tow.

As Femina's defenders quickly fall to Sir Macius's helicopters, Macius lands in person, hoping to grab Sunanda's riches personally. However, Sunanda reaches it first, and arms the city's self-destruct, preferring to destroy Femina rather than let Masius or any men have its wealth. Sutton barely escapes Femina before it self-destructs, presumably killing both Sunanda and Masius, and wiping out her army of women.

In the final scene, Sunanda is shown to have survived the fall of Femina, and now leads a troop of black-clad women board a ship leaving Rio.