When the Girls Take Over is an American men's adventure comedy film produced and directed by Russell Hayden and starring Marvin Miller, Jackie Coogan, and Robert Lowery.

The film begins with shots of the United Nations Headquarters in New York City as a narrator quotes Genesis Chapter 11 about the Tower of Babel.

The easy-going Republic of Hondo Rico is a former French colony in the Caribbean menaced by an insurgency led by a Fidel Castro type bearded revolutionary general named Maximo Toro (translation: a lot of bull).

The legal regime of Hondo Rico also faces a lack of wealth with First Minister Henri Degiere and his aide de camp Captain Toussaint running a Hondo Rican trade fair with a variety of attractive women to lure the United States government or private investors to support the nation through their industry of manufacturing various items out of sugar cane by-products.

In the meantime, Longhorn Gates has arrived in the nation and decides to recruit every beautiful woman on the island to launch a sexy assault on Maximo's guerillas.