The Alphans fall into the grasp of the despotic Mentor, an alien scientist trying to restore his ravaged world to its former glory. His biological computer requires the energy obtained from living brains to complete his task. When captured, Koenig is offered a choice: surrender the Alphans to a horrifying living death or face complete annihilation. Mentor's daughter Maya, who is a metamorph and from whom Mentor has concealed his actions, may be able to aid the Alphans.