The episode opens with Master Shake swims in Carl's pool calling out Frylock to see whats he doing, he appears to ask what Shake doing. Frylock then see Meatwad with a sad face. Then Frylock saw as bone in Meatwad body, only to be a Rotisserie Chicken, Meatwad explains that he polished his brain, then he left that chicken in his head. Then Shake reveals that he have his brain all along, Frylock takes it from Shake and it also reveals that his brain is a cat toy with a jingle bell in it.
Depressed, Meatwad goes to his room to die, later he ends up in Carl room, Meatwad ask if this not his room, Carl says what you think, Meatwad says "Yes". He get kicked out through the window. Meatwad sit at the door way of the Aqua Teens House with a pile of ants all around him. When Frylock look at this, he said to Meatwad that he standing out of that doorway for 3 days and letting the air out. Meatwad doesn't care about it because he doesn't have a brain. Worried, Frylock ask Shake, but say something stupid. At Carl, he measure the circumference of his skull. Carl knows that Frylock wants a brain, Frylock ask why. Carl says that his cousin do a black market organ clinic. Puzzled by this, Frylock slowly backs away from Carl. In his room, Meatwad ask if this a brain, referring to a bee nest. Shake who wears a bee hat to protect him from the bees says he sure. Meatwad finds out what this is. Relentless, Meatwad tells Shake to pop it in, but was busted by Frylock. Then, a doorbell ring occurs from the Aqua Teen door, both Frylock and Meatwad leaves and Shake ends up getting attack by the bees. Carl flees from from the door as Frylock answers it and was horrified because of the brain is actually a disgusting cooler. Carl told Frylock to shut up to avoid getting in trouble. Frylock shows Meatwad his new brain and puts it in his head. Then he shows Meatwad a book, Meatwad refuses, he read it, then leaves. Frylock made him read the whole book, while Shake still get stung by bees. Frylock says that the new brain is working out for Meatwad and Master Shake, who got infected with bee stings from earlier and was dismayed because he have to miss his headshots. Meatwad appear 3 times of his original size and act more smarter as he go to the library. Later, Meatwad in his dolls Dewey and Vanessa look at an atomic model saying about Neil Bohr, as Frylock hears about solid matter.
Frylock walks in shocked while finding Meatwad to be 10 times of his size before, Frylock wants to know what happen to him, and he reply that is thermal expansion. Frylock disproves that because he knows what thermal expansion is, Meatwad explains about Heisenberg Uncertainly Principle, this caused Frylock to be both shocked and angry at this and called Meatwad an "arrogant ass!" In his room, Frylock furiously do some research on his computer about passing through solid matter. Suddenly, Shake go through Frylock bookcase, he notice an eggbeater in his hand and Shake say is an anti-matter eliminator that Meatwad built. Outside, Frylock witness that Shake and Meatwad use 2 Wycked as a magic flying car and giving rides for $5 with Meatwad using levitation. Frylock takes Meatwad's brain out and reveals it's just Meatwad's old cat toy brain decorated with glitter and pasta. Thus, Meatwad reverts back to his original size and act to his dumb personality. Shake steals the anti-matter eliminator and say he'll make money and crash into the wall, knocking him out. 2 Wycked crashes on Carl roof and crashes down thus getting it destroyed, much for Carl chagrin. Frylock gives back the cooler from earlier which Carl quickly reacts to Frylock to tell him to shut up. Meatwad says its purple as he looked inside it and asks Carl where he get it. Back at Dr. Weird's castle, Steve is strapped into a chair with a note that says "Go to doctor now", though he's having trouble reading it. It reveals in the back of his head that his brain was missing, and it reveals this entire time that it was actually Steve's brain that was given to Carl then given to Frylock.
- The "Animalistic" poster in Carl's bedroom is fully visible in this episode.
- The book Frylock has Meatwad read, "The Tiniest Bullfrog", was published by Fancy Tales Publishing.
- When Shake goes through the wall into Frylock's room you can hear a typing noise but Frylock is not making any movement.
- When Master Shake exits though the closed garage, he does not have the egg beater in his procession.