 Irene Sanders visits Dr. Abel, the lead scientist of a medical team including her cousin Dr. Walter Burke, inquiring whether he can cure her hunchback with an operation. Dr. Abel is comforting, solicitous, and professional. But she has been spied upon by Dr. Ood, who followed her on his way to Abel s laboratory/home, and who takes a position in the team, insisting that all he cares about is work involving operations to save live tissues for ailing patients. Ood is a bit too sinister in his interest in Abel s "Serum Z," which has kept alive the decapitated head of a dog. When Dr. Abel informs his team that he himself needs a heart transplant and has a donor, they ready for operation. The donor dies, but Ood determines to carry on with the transplant. Dr. Walter Burke protests, and in a fight, Ood murders him, then buries him out back in the yard. The not-quite-right-because-of-his-own-brain-operation Bert assists, but informs Ood that the transplant is not taking. In a mad flurry, Ood severs Abel s head and hooks it up to the same device that kept the laboratory dog alive. Abel is horrified to awake and find himself bodiless. Meanwhile, Lilly, a striptease dancer in a bar, flirts with and harangues sculptor Paul Lerner, who tries to improve her manners and outlook but is mainly concerned with finding customers for his quick sketches. When Dr. Ood enters the bar, he considers her the perfect body-transplant for Irene, whom he desires. He visits Lilly in her room and reveals that he knew her when she was "Stella," that she poisoned her husband, and that he changed her face so that she could flee and begin this new life, in which she drinks too much and wishes to party to forget her past. Ood persuades Irene through various cruel deceptions that she is to be operated upon by him. When she awakes, he informs her that she has "been in hibernation for 117 days" while he operated on her spine. However, Irene quickly realizes that the body her head sits upon feels strange, as she smokes a cigarette # she had never done that, but Lilly did # and her hands and feet are now different. Ood tries to seduce her, but she flees. Irene goes to the Tam-Tam bar where Lilly danced, and Paul is at once attracted to her, strikes up a conversation and asks her to dance. Irene soon figures out, upon hearing that Lilly "died on the train tracks," what Ood has done. She bravely confronts him, while Paul plays the protector. Ood overpowers her sexually, but Paul brings in the police (who are not inclined to act until they hear that he is the son of a judge), and in a violent, fiery climax, Ood is defeated and all is set right.