Our weird, wild and wonky Made for TV Movie of the Week begins at London's Heathrow Airport, where the select passengers of Flight 19-X wait to verify their boarding passes. Why 19-X, you ask? It’s an eXtra flight, see, chartered by millionaire American architect, Alan O’Neill (Roy Thinnes); and along with his English wife, Sheila (Jane Merrow), the plane will only be accommodating a few more passengers to compensate for the couple's massive cargo -- several large crates filled with the ancient, deconstructed stones and timber of the bride's ancestral family chapel that will be rebuilt at their new home in the States. (I guess she wouldn't leave without them or something.) But some locals weren't all that thrilled with this venture, and led by a Mrs. Pinder (Tammy Grimes), tried to prevent the O'Neills from moving the historical site and it’s priceless artifacts with a court injunction. Having lost that battle, Pinder intends to take up the fight in the American courts and makes arrangements to be on the flight, too -- much to the chagrin of the O’Neills. 

But isn't it their chartered flight? Can't they just refuse to let her on? Oh, right. The plot.

Meanwhile, while going through the pre-flight checklist, Captain Ernie Slade (Chuck Connors) grows concerned by the huge fuel load with such a short passenger list. And as he’s informed about their unique cargo, we get our first hint of the coming horror when the crates containing the discombobulated (-- and I cannot believe that my word processor recognizes that word --) chapel start emitting some spooky, ethereal music while they're loaded onto the plane; and once they are secured in the hold, even stranger things begin to happen -- he typed ominously...

Back inside the plane, clad in some swingin' go-go boots and spiffy army helmets, our two stewardesses are finishing up their own pre-flight prep. Since there will only be a grand total of ten passengers, Sally (Brenda Bennet) informs Margot (Darlene Carr) that everyone will be bumped-upstairs to first class, when suddenly, an icy cold breeze blasts through the cabin. In the cockpit, Jim Hawley (Russell Johnson), the flight engineer, and Frank Driscoll (H.M. Wynatt), the co-pilot, notice a dramatic drop on the temperature gauges, and then watch as the windshield instantly ices over -- on the inside. Contacting the control tower to check on the massive and sudden flux in climate, the flight crew is told that no rapid arctic fronts have been detected and the latest weather report is nominal, and when the windshield quickly defrosts and the gauges right themselves, the men just write it off as more "freaky London fog."

When the other passengers start boarding the plane, as they are herded to their seats, we see that it's quite an eclectic bunch: first up there's a super-model, Annalik (France Nuyen), and a cranky hotel-magnate named Farlee (Buddy Ebsen). Also along for the ride, a Dr. Enkalla (Paul Winfield), and Roy Holcomb (Will Hutchins), a movie star on his way home after making a spaghetti-western in Italy. Here, the film also falls victim to Irwin Allen Syndrome, diagnosed by the most obvious of symptoms: the presence of one or two young moppets to amp up the sense of danger when the monkey gets his hand on a wrench. So, we have a youngster on board, too, a little girl named Jodi (Mia Benson), sitting alone in the backseat playing with her doll. And rounding out the group is a bitchy redhead named Manya (Lyn Loring) and her hard-drinking boyfriend, Paul Kovalik (William Tiberius Shatner). Pinder is the last to board, a little miffed that she wasn't allowed to bring her dog along unless he road in the cargo hold. Before the plane departs, she confronts the O'Neills again, charging them with sacrilege for removing the sacred druid stones that were part of the chapel's foundation. But before the argument can escalate any further, the stewardesses wisely separate these factions to opposite ends of the cabin to buckle-up for take-off.

After the plane finally lifts off, the O’Neills continue to squabble; seems that Sheila's been having second thoughts about the whole thing. Tired of all the quibbling, Alan heads to the lounge for a drink. Alone, Sheila tries to use the plane’s headphones to listen to some music, but all she hears is some ghostly music mixed with several tormented voices calling out to her by name! (And yes, it's the same spooky music that came from the crates.) At about the same time in the cockpit, the instruments appear to be malfunctioning again; either that or they’re flying into a really strong wind because the plane doesn't appear to be moving! When Slade alters course to see if there's any change, back among the passengers, Kovalik is the first to notice that they aren't moving. He also makes note of the date to Manya; it's the eve of the summer solstice -- a day when witches and warlocks come out of the darkness to cast their spells. (Plot point!) Then Farlee, a pilot himself, realizes the plane has made about five course changes in about as many minutes and demands to know what’s going on. As their passengers grow more anxious, the same feeling grows in the cockpit because no matter which course they take, the plane still isn’t moving; in fact, it appears to be frozen in mid-air! (And if you notice the wires holding the model plane, like I did, you'll see that it is.) All the while, down in the cargo hold, the ominous wail grows louder as something tries to break out of the cargo crates -- much to the distress of Pinder’s dog ... Totally entranced by the same ghastly voices, Shelia removes the headphones, slowly gets up from her seat, and heads toward the back of the plane, where whatever it is in the cargo hold is waiting. Making it about halfway before she swoons and faints, as the other passengers gather around to help her, Sheila, still under the influence, starts mumbling in Latin. Both Pinder and Kovalik can speak the language, and realize what she’s saying, but reveal nothing to the others, who think the girl is just sick and delirious.

After helping Sheila back to her seat, Dr. Enkalla suggests to Margot that she could use something to eat. Heading down to the galley, that is directly adjacent to the cargo hold, Margot hears Pinder's dog through the wall; and said animal is in a state of high distress, but then quickly falls silent. And when the lights start flickering, Margot notices that the hatch to the cargo hold has iced over -- and a frigid fog is currently seeping through and spreading away from the rapidly failing seals. Fearing there's been hull breach in the hold and the pressurized plane is about to pop open like a jolted can of soda-pop, Margot tries to use the elevator to escape to the upper deck and warn the others. But the lift is quickly frozen stuck, and as the fog fills the enclosed space and enshrouds her in its icy grip, the stewardess screams for help. Lucky for her the other passengers hear her cries and pry her out, but the girl shows signs of frostbite and is nearly frozen to the bone!

While the others try to keep Margot warm, Sally heads to the cockpit and reports that the outside door of the cargo hold must have blown off, and at their current altitude, this would explain away the ice and extreme cold. But Hawley says that's impossible according to his instruments, so, whatever happened, it must have been caused by something inside the plane. Still, since none of the instruments have been functioning all that properly since they took off, Slade thinks they'd better check it out anyway. Sending Hawley on ahead for a damage assessment, Slade corners O’Neill and asks about the cargo. When O’Neill says it’s nothing but a bunch of harmless rocks, the Captain is satisfied, for the moment, and moves on toward the back of the plane. As he passes, Pinder, sensing something is wrong, asks him to please check on her dog.

By now, the galley is completely iced over. Together, Slade and Hawley pry open the cargo door and head into the hold. Finding it iced over, too, they also discover a strange, moss-like substance has spread all over the walls. Also obvious is an enormous, gaping hole torn in the side of one of O’Neill’s larger crates. Not torn, really; it appears that something has punched its way out from the inside ... As Hawley moves in for a closer look, nearby, Slade finds the dog, frozen to death. But his attention is quickly drawn back to the crates when Hawley screams at him to get away! Turning, Slade sees that his engineer has been flash-frozen, just like the dog. Heeding that last warning, Slade quickly moves to vacate the hold -- but then something grabs his arm, something so cold that it burns his skin though his clothes. Breaking away, he makes it to the elevator shaft and calls for help. When Sally, Enkalla and Pinder come to his rescue and haul him to safety, a near delirious Slade admits what happened to Hawley, and then orders them to seal the shaft. Not wanting to cause a panic, Sally asks the others not to reveal what happened below. But after Slade is hauled off to the cockpit, Pinder immediately -- and gleefully, I might add -- goes and tells everyone that the flight engineer has been killed before turning a big old accusatory stink-eye on the O'Neills.

Gathering around the elevator door, the other passengers notice a greenish slime oozing out of Slade's discarded jacket. With that, Farlee leads the panicked passengers to the cockpit, where he demands that they land immediately. After Slade quiets the mob and kicks them out, he tells Driscoll to inform Heathrow that they’re coming back; but the co-pilot regretfully reports that the radio is no longer working either. As for that quieted mob, they've circled up to try and make sense out of what's been happening. The always helpful Pinder claims to know exactly what's going on: seems the Grove Abbey, the chapel that's being relocated, was sacred ground to the druids -- and the altar itself contained a druid sacrificial stone. (And though I don’t have a clue to what that is, it doesn’t sound good.) Pinder goes on, saying every 100 years, on the eve of the summer solstice, the druids would make human sacrifices on that altar to appease the "Old One." And now, since this ritual has been disrupted by the move, these elemental forces of nature linked to the the stones are currently running amok on the plane, looking for another sacrifice!

Horrified by what she hears, and knowing what day it is, Manya believes Pinder must be right and it's at this point where we discover that Kovalik used to be a priest. Having lost his faith in almost everything, he bitterly scoffs at Pinder’s notions and those easily swayed by them, and then heads to the lounge for another drink. But before he can get there, the plane starts to violently shake, knocking everybody around, until the floor near the elevator door cracks open and more of the icy fog begins to seep through. After ordering everyone to the front of the plane, Sally then realizes that Jodi is still asleep in the rear. Running back to retrieve the little girl, the stewardess is quickly overcome by the advancing mist. Seeing she's in trouble, Holcomb rescues Sally while Margot gathers up Jodi and her doll just as the breach in the floor renders itself wider, allowing the others to hear the haunted voices calling for Sheila from below. At this point, Kovalik asks Sheila if she remembers the Latin she spoke earlier. She does, and after repeating it, he tells her it’s from an ancient black mass. And when Pinder adds that Shelia's great grandfather was burned at the stake for being a druid, she also insists that Sheila must be sacrificed to the "Old One", too, or they're all doomed!

When the doll is finished, Manya leaves it by the jagged crack in the floor and then they all anxiously wait to see what happens next. But after a brief respite, the doll quickly dissolves into a puddle of familiar green goo as the angry spirit's temper-tantrum resumes unabated. With time running out, in an effort to save everyone else, and her own skin, Pinder tries to convince Sheila to sacrifice herself. (Need of the many and all that.) And after we’re treated to an infomercial on all natural druidism, Kovalik continues to scoff at Pinder's beliefs: anybody who has that much faith in anything is a fool in his eyes. But while lighting a cigarette, he notices Pinder’s acute aversion to the open flame of his lighter. Intrigued, Kovalik then relates that according to folklore, people used to build large bonfires on the highest hills to ward off these evil spirits, and how they would cling to the firelight until dawn when the solstice officially ended, sending the spirits back to wherever they came from.

Needing to know how long before the sun comes up, O'Neill checks with Slade in the cockpit. Told it'll be at least another three hours, O'Neill suggests that they climb to a higher altitude so the sun will hit them sooner. Until then, they'll build a contained fire in the aisle to hold the spirits off until dawn. Using a small Formica table from the lounge, then, the passengers pile it high with all the paper they can find and put a match to it. This pile doesn't last long, though, so everything reasonably combustible is added to the pyre, including Jodi's coloring book and all the passengers money. But it still isn't enough, and as the fire dwindles to almost nothing, the sun still hasn't showed itself over the horizon. Out of time and out of fuel, with the deadly fog and greenish ichor inching ever closer, the frightened passengers who aren't named O'Neill decide to give the spirits what they want. O’Neill moves to defend his wife, but Holcomb and Farlee overpower the man and beat him unconscious. Watching this sad display of humanity, Kovalik makes a makeshift torch out of a rolled magazine and then heads toward the cargo hold in Sheila’s place. And as Manya and the others watch his progress into the frozen and slime-coated recesses of the plane, dawn finally breaks. Begging him to come back, Manya says they're safe now and he doesn’t need to sacrifice himself anymore. But Kovalik refuses to turn, he must see it!

And see it he does, and he is horrified -- but do we get to see it!? Heck no. As its power fades, the evil spirits muster one last massive surge of icy wind from below that blows the door off of the plane. Alas, Kovalik is sucked outside in the explosive decompression but the others manage to scramble back into their seats, belt in, and don their oxygen masks. (It’s a good thing they were paying attention to the stewardess at the beginning of the film.) 

Eventually, Slade regains full control of the plane and they head back to London for an emergency landing. Back in the cabin, the passengers are having a little trouble looking each other in the eye, including Pinder, who sincerely claims to have no memory of the past few hours. Unable to understand why Kovalik did what he did, Manya is consoled by Enkalla,  who postulates that maybe it was a final act of faith. Kovalik had to see [the "Old One."] For if there is a Devil, then logic dictates there has to be a God as well.

Fascinating.

Obviously, The Horror at 37000 Feet was a made for TV movie; the biggest clue being the plethora of scenes that end with a fade to black for commercial breaks that aren’t there, and it does feel like a really long episode of The Night Gallery, or any other of those '70s horror anthology shows. And with its gonzoidal plot and plenty of scenery-eating, mostly by Shatner, the film qualifies as a real cinematic treat, and the only reason for the Vomit Bucket was because I tried to keep up with Wild Bill's character as he knocked back drink after drink. (Jeezus the guy pounds the liquor in this film.) And matching Shatner bite for bite in the over-acting department is Lyn Loring. It was her character's hair-brained idea to substitute the doll as a sacrifice, and you can easily gauge her emotional state by the shade of her blushing cheeks -- usually pegged-out in a shrilly crimson. Former child star Tammy Grimes leaves her teeth marks on several pieces of furniture as well. And truthfully, aside from the flight crew and Mrs. O'Neil, everyone on board is kinda of bag of douche. And after being cooped up with them on the plane for over an hour, by the end, I was rooting the "Old One" on, hoping he'd kill everybody. Instead, he kills the only likeable character in the whole movie. No, not Hawley -- Pinder's dog.

Behind the cameras, director David Lowell Rich wasn't done with airliner disasters yet, helming the likes of SST: Deathflight and Airport '79, and even took another shot at the cloven one with Satan's School for Girls. Producer Anthony Wilson stuck to the tube and re-teamed with Shatner the following year, bringing Andy Griffith and Marjoe Gortner along for the ride, in Pray for the Wildcats. And it took not one, not two, but three writers to knuckle-out the screenplay for this thing. But what the script lacks in real suspense is more than made up for in outright bizarreness. I don’t think I’ve ever consumed enough booze to concoct a plot as wild as this one. Not even in my most fevered delirium would it have crossed my mind to try and substitute a Cabbage Patch Kid as a virginal sacrifice to an ancient druid god by super-gluing some fingernails and hair to it, and then top it off with a kabuki make up job. Are you kidding me?

If you sit down and think about it, though, the most enjoyable thing about the film -- aside from those swinging stewardess outfits, is when you realize that you’ve just witnessed Captain Kirk, the Professor, Jed Clampett, that guy from The Invaders, and The Rifleman team up to kick the Devil’s ass at 37,000 feet.