Dr. Bill Cortner has been conducting illegal experiments with human transplants when his girlfriend Jan is decapitated in a car wreck. Not to fear, Bill keeps her head alive on a table using a special serum while he goes out in search of a new body. Meanwhile, Jan develops psychic powers that put her in contact with one of Bill's earlier experiments, a "hideous" creature locked inside the laboratory closet. As Bill hunts for a woman with primo T and A to replace Jan's body, the two freaks in the lab plot their revenge on the overweening doctor!