A telepathy experiment goes awry and a Quark Scientist, Dr. Neugog, is transformed into a giant brain on spidery legs. Neugog uses his telepathic powers to drain the minds of the world's greatest scientists. Meanwhile, Dr. Slate accidentally discovers that there's a man in the Big Guy suit.

Pierre becomes a brain-sucking monster when he plays around with Dr. Neugog's telepathy helmet. Quark uses the fiendish Neugog to track him down.