Andy, an idealist medical student with a serious Elvis obsession, works to perfect his rat-to-rat brain transfer to "help mankind and change the face of modern science". After his final experiment fails and blows up, Andy loses his chance to travel abroad and study at the prestigious Reinhardt Institute. With his future in doubt, and with no place to live, his future looks bleak. Little does Andy know that his beloved professor and mentor, Doc Crosby, is actually a mad scientist who has been murdering people and stealing their brains for experiments in his makeshift "black and white" laboratory. When Doc realizes that his own brains so severely damaged from experimenting on himself, and that he will be dead in a matter of hours without a successful brain transfer, he hatches a scheme to acquire the thirteen human brains needed for his "brain pyramid". Knowing that Andy is homeless and that college kids can't resist having big parties, Doc invites Andy to house-sit while he goes away on "business". After he frees his deranged lab assistant from the insane asylum, and with his house now full of healthy unsuspecting college kids, Doc's trap is set. When the party begins, so does the deadly game of cat and mouse. Will Andy save his friends from the scalpel of a madman, or will Doc succeed in his murderous plot to save his own life by completing the first even human brain transference procedure?