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After their monitoring equipment indicates abnormal radioactivity emanating from a mountain some distance from their laboratory, two nuclear scientists, Steve March and Dan Murphy, go to investigate. In searing heat, they reach the mountain and discover a recently created cave, blasted out of the rocky terrain. Inside the cave, their Geiger counter reads wildly off its scale and, suddenly, a giant, sinister, brain-like object floats toward them. Steve shoots at the brain, but it is impervious to his bullets and beams a light ray at both men. When they collapse, the brain passes into Steve's head. A week later, Steve returns alone to the laboratory and explains to his fiancée, Sally Fallon, and her father John that he and Dan had found nothing unusual and that Dan has gone on a trip to Las Vegas. Although Steve appears normal, his behavior toward Sally is much more sexually aggressive than before, and because he is also experiencing blinding pain, Sally realizes that something is wrong. In his laboratory, the brain leaves Steve's body and, suspended in air, talks to him, revealing that its name is Gor and that he is an alien from the planet Arous. Gor also states that he needs to inhabit Steve's body temporarily, as Steve is in a position to provide him access to certain top secret locations, and that he can instantly modify Steve's behavioral impulses. Sally persuades her father to accompany her to the mountain as she feels it holds the key to Steve's erratic behavior. Inside the cave, after Sally and John discover Dan's burned corpse, they are approached by another brain, which tells them its name is Vol and that it has been sent from Arous to capture Gor, an escaped criminal now manipulating Steve's mind. Vol arranges to come to Sally's house the following evening to plan a strategy to rescue Steve. Meanwhile Steve, totally in Gor's control, phones Col. Frogley at Atomic Energy HQ and tells him that he wants to attend atomic tests later in the week. When Vol meets with Sally and John, he informs them that Gor intends to rule the earth and that they must try to destroy Gor during the period, once every twenty-four hours, that he must leave Steve's body to replenish his oxygen. Sally agrees to help and allows Vol, also in need of a terrestrial host, to enter the body of her dog, George. Later, Gor emits a death ray through Steve's eyes and disintegrates an aircraft in flight, killing all thirty-eight people on board. Sally becomes more alarmed when Steve tells her that he has a discovery to unveil at the bomb test and that he will soon have infinite power. The local sheriff visits Steve and tells him that Dan's body has been found and has identical signs of incineration to those of the plane passengers. As Steve has lied about Dan's whereabouts, the sheriff attempts to arrest him, but Steve kills him. At the atomic test site, Steve asks to address the scientists and informs them of his power. When some of the scientists express skepticism, Steve provides a demonstration by detonating an atomic explosion with his death ray vision and tells the group that he can destroy any city or country. After one of the military officials shoots at him, Steve vaporizes the man and states that he wants to meet with representatives of all the major world powers that evening. At the meeting, Steve demands that the nations turn over their uranium and atomic resources, as well as industrial facilities, to him so that he can enslave the earth. Within two days, Steve intends to preside over another meeting at the United Nations building where he expects the world members to comply with his demands. Meanwhile, Vol has helped Sally to find a diagram indicating Gor's most vulnerable area and she leaves the drawing in Steve's laboratory. When he returns, Gor leaves Steve's body to replenish his oxygen and Steve, on seeing the diagram, attacks Gor with an axe, destroying the alien. His mission accomplished, Vol silently departs. Steve quickly reverts to his old self and, when Sally tells him about Vol and tries to persuade George to talk to her, he accuses her of imagining Vol, then embraces her.