Dr. Michael Hfuhruhurr, the world's leading brain surgeon, grieves over the untimely death of his wife Rebecca. One night, while obsessing about Rebecca, he hits the lovely Dolores Benedict with his car. Michael operates on her and saves her life, unaware that she is a gold-digger looking for a new victim. The doctor marries Dolores, who drives him crazy by refusing to have sex with him. On a belated honeymoon, Michael meets a fellow brain surgeon Dr. Necessiter, who keeps an assortment of brains on hand. When Michael learns that Dolores has cheated on him, he leaves her and shortly after, finds himself attracted to Brain #21, Ann Uumellmahaye, in Necessiter's lab. Communicating telepathically with Ann, Michael falls in love with her, but must find a body quickly to save her brain which is deteriorating.