Dr. Gillespie Flem was a scientist that worked with Dr. Boiffard for Mr. Monstadt. Seeing that Monstadt was basically evil, Flem decided to continue his research on his own. Working in Buzztown, Dr. Flem was able to create clones of himself. Unfortunately, he and his clones were infected with a contagion. Soon, all of them, including Dr. Flem were beginning to disintegrate.

In order to prevent the infection from reaching his head, Flem had Frank Einstein (Madman) chop off his head and place it in a special chemical he created. Frank set out to round up some of the remaining clones so that Dr. Flem could determine if one of his serums could cure the infection.

When the last clone returned, longing to be normal, the serum seemed to work. Soon the injured cells in the clone's head began to multiply. The clone was distraught and took off. Frank tried following it and talk to him. The clone could not live with it's head so deformed so he smashed it through some glass in an old popcorn machine which caused the head to become severed. Frank brought the corpse back and Dr. Flem's assistant, Gale, managed to attached his head to the clone's body.