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Professor Abel has created a secret formula, Serum-Z, with which he has maintained life in the severed head of a dog. He is visited by Dr. Ood, who becomes obsessed with the possibility of extending the experimentation to human subjects. Abel proposes an operation to replace his failing heart with that of a badly injured patient. Dr. Ood kills Abel's collaborator, Dr. Burke, who objects to the plan; he then decapitates Abel, and against the professor's will keeps his head alive with the help of the serum and a specially-constructed machine. Ood turns his attention to Abel's nurse, Irene, a beautiful but crippled young woman. He decides to endow her with a perfectly-formed body and searches for an appropriate subject. A stripper, Lilly, falls prey to his charm, despite the jealousy of her boyfriend, Paul. Ood lures her to the laboratory, decapitates her, and performs a successful grafting operation on Irene, who believes that the surgery is aimed at correcting her deformity. Irene becomes the object of Ood's devotion. As time passes, she finds herself strangely drawn to the nightclub where Lilly worked, and here she meets Paul. They fall in love, but he becomes suspicious when he sees her carrying Lilly's purse and forces her to reveal Dr. Ood's criminal activities. They are discovered by the warped genius, who tries to kill them, but they are saved by the intervention of the police. Ood sets the laboratory aflame and falls to his death during an attempt to escape.