Professor George Kingsley (Stanley Ridges) is accidentally run down by a gangster's car as he is crossing the street. Luckily his friend Dr. Ernest Sovac (Boris Karloff) is a brilliant brain surgeon who saves his life. However Sovac's intentions are not as benevolent as they would seem. While talking with Red Cannon, the crook injured in the accident, Sovac learns that he has a fortune hidden somewhere. The good doctor has already done brain transplants on animals and figures that this would be a good time to try it on a human. He takes the brain of Cannon and puts it in his friend's body. Then he tries to get the part of Cannon's brain that is still active to lead him to the dough. However when Cannon's part takes over, he goes on a rampage murdering his former gang members (which includes Bela Lugosi). Sovac must desperately try to find the money before he cops learn who is really doing the killings.
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