Krank, a highly intelligent but malicious being created by a vanished scientist, is unable to dream, which causes him to age prematurely. At his lair on an abandoned oil-rig (which he shares with the scientist's other creations: six childish clones, a dwarf named Martha, and a brain in a vat named Irvin), he uses a dream-extracting machine to steal dreams from children. The children are kidnapped for him from a nearby port city by a cyborg cult called the Cyclops, who in exchange he supplies with mechanical eyes and ears. Among the kidnapped is Denree, the adopted little brother of carnival strongman One.