The muscled, independent woman found in action-orientated cinema is a problematic figure that confronts customary perceptions of masculine and feminine representation and gender roles. The regularly applied active/passive dichotomy is challenged by the agency and skill of these women, but, simultaneously, their position is undermined by an emphasis on the body, relationships with male characters, and the demands of patriarchy. Indeed, Jeffrey A. Brown (1996) argues that a female in an action role is simply a ‘sheep in wolf's clothing’. This paper will explore Brown's claim by focusing on the 1980s sword and sorcery cycle, in particular the often critically overlooked Conan the Destroyer (1984) and Red Sonja (1985). In these narratives, women are seemingly elevated from subsidiary roles to become action heroines or formidable villains. Moreover, the films facilitate discussions of the women as warriors, women as powerful malevolent forces, but also engage with broader issues surrounding the representation of gender, sexuality, race, and the female body.