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Fry and the rest of the Planet Express staff attend a champion pet show at Madison Cube Garden. Leela plies Nibbler with whole hams, hoping it will improve his chances for first prize. Bender suddenly grows interested when he learns the winning will walk away with five hundred dollars. He enters Dr. Zoidberg as his “pet.” Unfortunately, both Bender and Leela are pitted against the hyno-toad, which uses its special powers of the mind to force the judges to award it first place. Leela and Nibbler receive a special prize: Dumbest Pet in Show. Later, at the Planet Express office, the Professor announces that the planet where the next delivery was to be made suddenly blew up. Upon closer study, the crew realizes that two other planets were also destroyed, and now, Earth is next in line. Suddenly, Nibbler runs off. Leela follows, but soon encounters a group of floating brains who pursue her. Leela finds Nibbler—now clad in a shiny jump suit—pulling a tiny flying saucer out of a shed. Nibbler powers up the rockets and prepares for takeoff. But when Leela calls for help, he descends to the ground and motions Leela in. The two then blast off into space. Fry begins noticing his friends behaving in a strange, moronic fashion, as if they grew stupid overnight. Meanwhile, in the spaceship, Leela reacts with happiness as she realizes Nibbler is not the moron she always suspected he was. Nibbler lands the craft on the planet Eternium, where he consults with two Nibbler-like creatures, Ken and Fiona. Nibbler tells Leela that his people are an ancient race, one that preceded the Big Bang. But a terrible enemy, the Brain Spawn, arose, and now threatens to wipe out the Earth. The Brain Spawn hates consciousness, for the thoughts of others scream out at them. Now, their sole purpose is to make everyone in the universe stupid. Nibbler then reveals the existence of one hope—a savior whose brain pattern is immune from the Brain Spawn. That savior, it turns out, is Fry. Fiona explains that Fry is immune because his brain does not generate a delta brain wave. As the Spawn are commanded by a giant evil brain of pure hate, Fry’s mission is to destroy it. Leela is sent back to Earth, but since she, too, will be overcome by a case of the stupids. Nibbler pins a message to Leela’s shirt, which will inform Fry how to proceed. Unfortunately, Fry blows his nose in the message and tosses it into a fire. Leela gathers enough mental fortitude to remember the giant brain. Fry realizes such a brain can only be found in one place: The library. There, Fry realizes that thinking can hurt the brains. He picks up a book, Moby Dick, and begins to read. The Big Brain’s aura surrounds Fry and Leela…and a scene from Moby Dick comes to life. Captain Ahab and Queequeg see the giant brain, but because it is gray, instead of white, they decide not to harpoon it. The characters are then propelled into Tom Sawyer, where they encounter Tom. From there, the scene shifts to Pride and Prejudice, where Fry, Leela and some characters from the other books interact with Miss Bennet. Fry grabs a bucket of whitewash from Tom Sawyer and splashes it onto the Big Brain. Now white, Ahab and Queequeg hurl harpoons at it. Back at the library, Fry breaks free of the aura and attempts to electrocute the brain with a chandelier. But his plan backfires, and he ends up burying himself beneath bookcases. Fry dies…and the brain’s aura fades. Leela’s eyes open and she rushes to Fry’s side. The brain laughs a long, evil laugh. But the scene then shifts to the library once more, where, it turns out, Fry created the previous scene by writing it down in a notebook. Fry then writes the Brain out of the story, banishing it from Earth forever. When Leela and the others return to normal, Fry realizes they don’t remember a thing about the adventure.