Brain has been pen pals with an alien named Zalgar for some time. Zalgar is coming to earth, and Brain hopes he will be able to gain his alien technology, so he can take over the world. When Zalgar arrives on earth, the Brain doesn't get what he was expecting. Instead Zalgar, believing Brain to be the smartest being alive on the planet, decides that the Brain would make an excellent meal. Now Brain finds himself on the run from Zalgar with Pinky at his side.