FILM BOOK OF FEAR: The Brain Eaters (1958)


This entry of my FILM BOOK OF FEAR series, THE BRAIN EATERS from 1958, is another fun movie by American International Pictures. It was produced by Ed Nelson (and an uncredited Roger Corman) and directed by Bruno VeSota. Ed Nelson also stars alongside Alan Jay Factor, Joanna Lee and Leonard Nimoy, in a brief appearance. 

Our story takes place in Riverdale, Illinois, opening with a narration saying how this town, just a short while ago, was a quiet place. He then goes on to say that on a Saturday night, just after midnight, a living nightmare began. Two men walking out late at night collide and a fight ensues. During the collision one man drops a glowing glass container that shatters on the sidewalk, revealing that whatever was inside managed to crawl, or slither away.

The next morning a couple is returning from a visit to her family in the country. They have set a date for their wedding and everything seems to be going fine. While on their way to tell his father, the mayor, the good news, a flash of bright light forces the happy couple to pull over. They look for the source of the light to no avail. For some reason they just keep walking into the woods where they find dead animals. They go a little further and come to a large metallic cone sticking out of the ground.


Two days later a UFO committee gathers in Washington to view a Top Secret army film. The films show the cone, stating it stands over fifty feet high. Also announced is that several townspeople had been murdered. Members of the committee fly to Riverdale to get to the bottom of things.

When they arrive it is revealed that three people have been murdered and that the mayor is missing. As they drive into town and pass an alley, a man is shown holding another glass container that is glowing bright from within.


Upon arrival at the mysterious cone, there is an overwhelming feeling of being watched. The cone has a port hole but as of yet no one has entered, out of fear of there being something dangerous inside. Research so far has turned up nothing. The hull of the cone, made up of an unknown metal, seems indestructible. Dr. Paul Kettering (Ed Nelson) enters the cone, armed.

The tunnel is just slightly larger than an average sized person, making it difficult for Kettering to crawl through. After a long period of time, he comes back out, saying he went through the whole cone and found nothing. The sheriff then calls the site, saying the mayor is back.


The mayor is seen trying to kill himself but something is not allowing it. He is heard murmuring “Leave me alone.” He has lost total control. When everyone arrives in the office, asking him where he has been and what had happened, he gets very defensive. He’s screams for everyone to “Get out” and something is seen on the back of his neck. The mayor goes berserk shooting his gun, not hitting anyone, and is shot himself by a policeman in the hall as he leaves his office.

An exam is done on the mayor’s body. The thing on the back of his neck has two piercing parts that attach to the central nervous system. When the thing was crushed, the instruments were withdrawn, secreting acid destroying the mayor’s nervous system. 

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An officer, assigned to guard the cone, leaves the hospital. On his way he finds a body in the middle of the road. He gets out of his car to investigate and is attacked. The man seen earlier holding the glowing glass container stands by and watches. Once the officer is subdued, one of the creatures is put on the back of his neck. All three men get into the police car and leave.

Back at the lab, Dr. Kettering and Alice (Joanna Lee) are working on the creature taken off of the mayor’s neck. While the two are talking, the creature starts to move. It attaches itself to Kettering’s arm. As it starts to pierce the skin Alice hits it with a clipboard, but nothing happens. A Bunsen burner is used to burn it off which is successful. The phone rings. It is men at the cone telling Kettering to come out to the site right away. He rounds up everyone and heads to the restricted area.


When they arrive, all of the roadblock signs are tossed onto the side of the road and a  utility truck is found abandoned. When they arrive at the cone, a theory is given that the cone is actually a discarded piece of a larger ship, perhaps a no-longer needed fuel reserve. It is also proposed that the creatures, a type of parasite, need humans to live because they are more advanced than wildlife. They initially tried using animals, like the dead ones found in the woods, but it didn’t work. When they attach themselves to a human, they can take over and control the person.


A plan is hatched to find the other metal objects, assuming the one they have already found is a cast off. Kettering and Alice, on foot,  find the dead body of the utility truck’s driver with two puncture wounds on the back of his neck. One of the parasites is then seen escaping. Glenn (Alan Frost) and Elaine (Jody Fair), while searching, are then locked inside an empty cabin. Someone tries to set the cabin on fire, but Glenn shoots at the arsonist, and he and his fiancée are able to escape.

The teams then meet up to discuss what they found. Though nothing was found in the woods, they discover two containers containing more parasites. The senator (Jack Hill) calls the telegraph office to send a warning to the governor. The telegrapher (Henry Randolph) takes down the message, but being possessed, sends a message instead saying that everything is okay.


Three men drive to Alice’s apartment building and plant a parasite in her room. She is possessed and joins the three men in their car. Paul and Glenn later discover she is missing. They drive back to the spiral cone and discover a dying man they recognize as Prof. Helsingman (Saul Bronson), who vanished five years earlier along with a scientific expedition team. He is brought to the hospital, hoping to keep him alive long enough to get some information from him. The only word he says is Carboniferous, before dying. They now realize that the cone is not a spaceship, but something that came up from inside the earth.

Senator Powers tries to make several telephone calls, but is consistently told that the lines are busy. Glenn and Paul go to the telegraph office to find out if the warning was sent to the governor’s office. They are attacked but manage to subdue their assailants and flee to the cone. 


Kettering climbs the metal object’s scaffolding to check on his equipment. He realizes the two deputies on guard are now possessed, and both are shot and killed. Kettering and Glenn crawl inside the spiral metal cone and discover, behind a sliding tunnel wall, a room filled with a heavy mist. They are greeted by another member of the missing expedition, an old, bearded man (Nimoy). He tells Kettering that he was once Professor Cole and explains, “Now I hold a position of a much higher order”. He provides details about the parasites’ invasion, which is coming from inside the Earth, and says, “We shall force upon man a life free from strife and turmoil. Ironic that man should obtain his long sought utopia as a gift, rather than as something earned”. After the possessed Cole disappears, Kettering shoots and kills the lurking sheriff. Parasites on the loose chase Kettering and Glenn outside.


Kettering formulates a plan using the abandoned utility truck. He connects an electrical wire from one end of the ravine to the other using a harpoon gun. He prepares to shoot a connecting wire from the metal object to an overhead high voltage transmission line, completing a circuit. Before Kettering can finish, Alice exits the spiral cone and appears on the scaffolding. Kettering climbs up to rescue her, but being possessed, she refuses to come with him. She pulls a pistol and shoots him, and he falls to his death after they struggle. Glenn fires the harpoon gun, making the connection to the overhead transmission lines, which engulfs the grounded metal cone in high-voltage sparks. Alice collapses as the parasites inside the object are electrocuted. Senator Powers and Glenn crawl inside and verify that the menace has been eliminated. Glenn and Elaine then embrace before walking away.


Though this film gets mixed reviews, I think it is sound and a lot of fun. As of this writing it has not been legally released in the United States on DVD or Blu-ray, probably for the same reason that films like INVASION OF THE SAUCER-MEN have not been released. This movie is only an hour long and was shown as a double feature with both the films EARTH VS. THE SPIDER and TERROR FROM THE YEAR 5,000.

Producer and star, Ed Nelson, actually made the parasites by using wind up toys covered in fur with pipe cleaners as antennae. The narration was added to the movie during editing because the sound quality was poor and you couldn’t hear what was being said by the actors. At times it looks as though the actors are talking but you don’t hear them. The added narration was by Alan Frost. The movie was clearly inspired by Robert A. Heinlein’s book “The Puppet Masters,” though this source was not credited in the film. Heinlein sued the filmmakers and obtained an out-of-court settlement for $5,000.


Check out my FILM BOOK OF FEAR series.

~David Albaugh

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