Brain plans to take over the world by creating a voice mail system that will tie up everyone on the planet long enough for him to take over. In order to do this he needs money. He decides to get it by getting a job and then staging an accident in order to sue the company.

Brain makes Pinky smarter so his stupidity won't ruin anymore plans.

Brain gains the ability to cloud the minds of men with his voice. He tries to get on the radio by adapting the persona of "The Fog". Unfortunately his plan falls apart when he gets to the studio.

Pinky sings about cheese.

While France awaits Napoleon's triumphant return from Austria, Brain develops a recipe for exploding crepe-suzettes in an effort to conquer France. He uses the recipe in a cooking class and when the crepes explode, he is arrested. When he is taken to prison, however, his luck begins to change when people mistake him for Napoleon Bonaparte.

Brain comes face to face with his former friend and now enemy, Snowball. And it seems Snowball has his own plans to take over the world.