"Hi! I'm Casey Kasem. This one goes out to a heart-sick lover with a severed head!"
  — Crow T. Robot

The Movie


The Brain That Wouldn't Die

It's 1962 in southern California. Ambitious physician Dr. Bill Cortner (Jason Evers) is a 40-year-old bachelor medic who plays by his own rules. "Nothing is beyond my control" he boasts. Cortner has been laboring in secret to perfect the transplantation of limbs using parts poached from the morgue at the hospital where he works. His father, also a surgeon, disapproves of his experiments.  Nurse Jan (Virginia Leith) is his lovely assistant and bride-to-be.

Bill's father owns a country home which Bill uses as his private lab. One Friday, he receives an urgent summons at work from his lab assistant and experimental subject, Kurt. Bill and Jan race at top speed to the lab in his convertible, but are involved in a terrible crash. Bill is thrown from the car, unhurt, but Jan is grievously injured.

Bill rescues Jan's head from the burning car and races to his lab where he installs it in a device that utilizes his brand-new transplant solution. Jan will survive for fifty hours, he estimates, time enough to secure her a new body - and move medicine forward by light years.

Bill returns to the city and searches for a host body. He visits a strip club, cruises the boulevards, and attends a beauty contest.

The Brain That Wouldn't Die

Back at the lab, Jan plans Bill's comeuppance. She's upset at not being allowed to expire with dignity and she lets lab assistant Kurt know it. It seems she has also acquired paranormal powers and can communicate telepathically with and issue commands to another of Bill's creations - an unspeakable, mutated mass of grafted tissues that resides in a locked closet.

Meanwhile, Bill discovers a suitable host in the form of "Doris", a misanthropic, facially disfigured photographer's model from his past. He reels her in by promising to "erase her scar... sanding away damaged skin tissues". Once he has her at the lab, he plies her with drugged liquor and prepares to operate over Jan's strident objections.

Will the hellish healer prevail in his plans? Can the sinister sawbones succeed with murder? Will Jan be denied a humane death and forced to continue life... as a monstrosity? And what of the thing in the closet?


  • Eddie Carmel, who played the giant pinhead mutant, was billed at 8’ 9" tall, though he was likely at least one foot shorter. He toured with Ringling Bros. and Barnum & Bailey, billed as "The Jewish Giant" and "The World’s Greatest Giant."
  • Was nominated in The Golden Turkey Awards series for Most Brainless Brain Movie of All Time. It lost to They Saved Hitler's Brain.
  • A remake is scheduled for release in April 2020.[1]
  • Contains a notorious shot of a painting of a cat (accompanied by a fake "meow") at the end of a scene where two dancers are starting to fight. Mike and the bots avoided commenting on this by leaving the theater as the fight was starting.

The Episode

Host Segments

Mike in riff training

Prologue: It’s Mike’s first day on the SOL and the ‘Bots have been giving him training on the finer points of riffing. Sid Melton = Little Monkey Boy.

Invention: Mike’s first invention is the Gutter-bumbershoot, an umbrella with a gutter system. The Mads are not impressed. In Deep 13, Dr. F invents the Dream Buster, which allows him to pop the balloons of bratty children from a safe distance. Mike and the Bots are unimpressed, as Dr. F manhandles Frank.

"I'm your mother now, Frank!"

Segment Two: The Bots aid Mike in attempting to gain control of the ship and get back to Earth. He ends up cutting the cheese compressor line. Gypsy hollers, "That's not cheese!"

Segment Three: It's craft time as Mike and the Bots are making hats for Jan in the Pan, the bodiless lady in the film. Included in the hats is a Crown Roast Hat, to help give the illusion of height, and the Lazy Susan Hat for use at dinner parties.

Segment Four: When discussing the depressing nature of the film, Mike is compelled to tell an embarrassing childhood story about a walk-a-thon. The story includes a long walk home, an ice cream cone and a locked bathroom door.

Mary Jo Pehl as Jan in the Pan.

Segment Five: Mike and the Bots don’t read letters because none are addressed to Mike, and they are visited by Jan in the Pan. She has an incredible sense of humor until Mike offends her. In Deep 13, Dr. Forrester decides to lop off Frank's head.

Stinger: Unpleasant Stripper: "Who's to tell me to blow if I don’t want to?"

'Guest Stars


  • Tom says the bots had Mike watch The Beast of Yucca Flats in preparation for this film. The Beast of Yucca Flats would be an experiment the next year.
  • Mike's other training film was Night of the Lepus. While they never riffed on it during the show's run, Mike would be back later to riff it for RiffTrax.
  • Mike's word association test includes a reference to actor Sid Melton. Melton had appeared in Lost Continent, and would appear later in the season in Radar Secret Service.
  • In this episode, we find out the reason Tom has to be carried into the theater: there's an air grate just outside the entrance that he can't hover over.  Mike has to go back and get him after he comes in the first time.
  • Along with the new host, Mike, the episode premiered not only a new intro, but also a new doorway sequence. Of interest is the fact the intro contains scenes of Mike and crew on the SOL that were not on this or any of the latter episodes, such as Mike consulting a repair manual when Servo malfunctions and Mike bound and gagged after his arrival on board. These were likely filmed as filler seeing Mike had no prior host segments yet under his belt and were made to fill gaps in the introduction.
  • This episode aired fourteenth during Turkey Day '93.

Quotes & References

  • "Marc Singer walks up in a loincloth! What do you say?" "Uh... 'N-Now I know why the show is called V!'."

Marc Singer is an actor known for his role as Mike Donovan in the V, in which a human resistance battles the Visitors, humanoid lizards disguised as humans who seek to take over the world for their resources.

  • (deep voice) "But for Joseph Green, there would be another film."

A parody of NFL Films oft-used phrase: "But for the Green Bay Packers would come another season."

  • "Never should've eaten at Jack in the Box."

A then-current reference to the 1993 Jack in the Box E. coli outbreak which occurred when  E. coli originating from under-cooked beef patties in hamburgers infected 732 people. Four children died and 178 other victims were left with permanent injury including kidney and brain damage.

  • "License plate? A boot? Tricycle wheel? This man was a bottom feeder!"

A reference to the "shark autopsy" scene from Jaws.

  • [Tom buzzes when Dr. Cortner touches the patient's brain.]

A reference to the popular electric board game Operation.

  • "It's Gnip Gnop."

Gnip Gnop (ping pong spelled backwards) was a toy/game released by Parker Brothers in the early 1970s.

  • "Luke, join me or star in Corvette Summer!"

Corvette Summer was a 1978 film starring Mark Hamill. Also a reference to the downturn of Mark Hamill's career following Star Wars.

  • "You taste like Vince Edwards."

Vince Edwards starred as the hotheaded young brain surgeon in the 60's TV medical series Ben Casey.

  • "Sylvia Plath, RN."

It's unclear why this Sylvia Plath riff was made, as the woman in question more closely resembles Diane Arbus (see below). It's possible that the Brains were getting their "women artists who committed suicide" mixed up.

  • "Nick Mancuso IS Stingray!"

Stingray was a short-lived NBC television show produced by Stephen J. Cannell starring Nick Mancuso as the titular character, Ray.

  • [Mike pointing to a road direction painted on the freeway] "A sign left by ancient astronauts!"

A reference to Erich von Däniken's book Chariots of the Gods?, and a popular phrase from the sci-fi oddity show In Search of... narrated by Leonard Nimoy.

  • [Crow shouting to Mrs. Webb on the freeway.]

A reference to the Bob Newhart routine "The Driving Instructor", from the album The Button-Down Mind of Bob Newhart.

  • "Think I'll have a Papa Burger. You?"

A reference to fast-food franchise A&W Restaurants, which in 1963 introduced The Burger Family, which included a Mama Burger, Papa Burger, Teen Burger and Baby Burger.

  • "Look out, look out, look out, look out!"

A line from the 1964 song "Leader Of The Pack" by the Shangri-Las, which used the same car crash sound effect as the movie.

  • "Thank you God, thank you so bloody much!"

One of Basil Fawlty's angry exclamation from the TV series Fawlty Towers.

  • "Hey, it's Johnny Tremain!"

Johnny Tremain is the protagonist of a children's book of the same name by Esther Forbes.

  • "I bet he's going to turn her into Mrs. Olson!"

Mrs. Olson was a Swedish-accented character in a popular Folgers Coffee ad campaign.

  • "Oooooohhh, you put the lime in the coconut and drink it all up!"

A refrain from the popular song "Coconut" by Harry Nilsson.

  • "An American in vitro..."

A reference to the George Gershwin symphony An American in Paris, or the Gene Kelly musical of the same name. In vitro is a scientific term for biological work done "in the glass". The opposite is in vivo which refers to work done in an intact body.

  • "They saved Sister Bertrille's Brain!"

Sister Bertrille is the main protagonist of the TV series The Flying Nun. The riff here is playing off of Jan's head wrap, which resembles a nun's cornette. This riff is also a reference to the 1969 B-movie They Saved Hitler's Brain, which also features a living head being kept alive - Hitler's.

  • [Rough voice] "Boss, you've broken the goofy meter again!"

Tom Servo is imitating Lionel Stander's character Max of the TV series Hart to Hart.

  • "It's the Diane Arbus cafe."

Diane Arbus was a photographer famous for images of people on the fringes of society, hence the reference to the sleazy strip club. A particularly sweet reference, as one of Arbus' most famous photos featured Eddie Carmel, the giant in this film.

  • "So, are you a goer? Ay? Ay? Nudge, nudge? Know what I mean?"

A reference to the popular Monty Python sketch Nudge Nudge.

  • "Knock three times on the ceiling if you want me!"

Knock Three Times is a single by Tony Orlando and Dawn. Released in November 1970, it went gold in both the U.K. and United States.

  • "The powers of Matthew Star!"

The Powers of Matthew Star was a short-lived (Sept. 1982 - April 1983) sci-fi TV series on NBC.

  • (Jan: "I'm only a head...") "...That can't say no..."

MST3K 513 Promos

"I Cain't Say No" is a song from the musical Oklahoma! ("I'm just a girl that cain't say no / I'm in a terrible fix...")

  • "Heh, heh, heh, have you seen Frankenhooker?"

Frankenhooker was a 1990 film about a scientist who kills hookers and uses their parts to revive his fiance's head.

  • "I love this place!"

A reference to one of Burger King's TV ad campaigns from the early 1990s.

  • "Maybe she could get work in a Peter Gabriel video."

Jan in the Pan looks similar to a sequence in the video for "Sledgehammer".

  • "Now he's going to write 'piggy' on the wall with his stub."

During their crime spree, the Manson family wrote this and other things on the walls using their victims' blood.

  • "And now, Mel Blanc makes his move."  "You're goin' out with me, varmint!"

The creepy guy vaguely looks like Mel Blanc, the actor who provided voices for most of the Looney Tunes characters, including Yosemite Sam.

  • "Pasties and a g-string, beer and a shot..."

Tom is singing the chorus of "Pasties and a G-String" by Tom Waits, off his 1976 album Small Change.


Video Releases

  • MST3K DVD Cover

    Commercially released on VHS by Rhino Entertainment in 1996.
  • Commercially released as a single DVD by Rhino in April 2000.
  • This episode was included as a bonus episode (along with Mitchell) on the Shout! Factory release of Volume XXVIII.
  • This episode was also included as an extra on Shout! Factory's Blu-ray of the unriffed movie in December 2015.


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