The Brain Eaters

by Glenn Erickson Feb 05, 2022

They’re after you, and your wives and children!  This Corman/VeSota/Ed Nelson shocker with the excellent poster is a Robert Heinlein knockoff that can’t quite sustain the paranoid pitch of other ‘parasitic possession’ sci-fi horror epics. One of the cheapest of the drive-in cheapies, it remains a must-see title just for the audacity of its ad campaign, and a random moment or two of spooky serendipity. Don’t get your hopes up if you’re coming to see Leonard Nimoy’s performance — unless his voice is enough to satisfy.

The Brain Eaters
1958 / B&W / 1:85 widescreen / 61 min. / Street Date January, 2022
Starring: Ed Nelson, Alan Frost, Jack Hill, Joanna Lee, Jody Fair, David Hughes, Robert Ball, Greigh Phillips, Orville Sherman, Leonard Nemoy (Nimoy),, Doug Banks, Saul Bronson, Hampton Fancher.
Cinematography: Larry Raimond
Art Director: Burt Shonberg
Film Editor: Carlo Lodato
Written by Gordon Urquhart
Uncredited Executive Producer: Roger Corman
Produced by Edwin Nelson
Directed by
Bruno VeSota

CineSavant is fascinated by low-budget ’50s horror and sci-fi made outside ‘the system’ or on its glamour-challenged lower rungs. We like to write about them because we love seeing ambitious film folk having such a fine time being creative — and making movies that received nationwide release. Is this country great or what?

The 1950s saw many folk, often actors, trying to become film producers on a shoestring: Robert Clarke comes to mind with his Hideous Sun Demon. A few personnel circling around Roger Corman’s oasis of industry-margin viability also caught the moviemaking bug, like Tom Graeff, whose one-shot wonder Teenagers from Outer Space may have been partly inspired by his acting gig on Corman’s Not of this Earth.

Corman was an incredibly busy guy from 1954 on, directing and producing low-budget features at an alarming rate, as if he knew the industry would soon close the loopholes that allowed him to skirt Guild territoriality/accountability. Himself a Guild signator, Roger would soon be shooting films on the sly in other states, Puerto Rico, and finally Europe to escape the costly industry norms that added greatly to the bottom line. But he also stealth-produced under-the-radar films that didn’t bear his credit as an executive producer. Some are easy to spot, as they’re packed with familiar Corman personnel, like Beast with a Million Eyes, or made in concert with Roger’s agent-producer brother, Gene Corman: Night of the Blood Beast.


1958’s The Brain Eaters was made within the Roger Corman orbit. His name appears nowhere on the credits but the famous filmmaker always gets mentioned as an unbilled producer. The credited producer is the energetic actor Ed Nelson  , who had appeared in at least 5 Corman-directed films.

The credited director is Bruno VeSota, an actor for Corman who performed in (and some say took directing credit for) John Parker’s outstanding avant-garde horror anomaly Dementia. Credited screenwriter Gordon Urquhart was an actor associate of VeSota, but interviewer Mark McGee identified VeSota as the actual writer.

According to author Earl D. Worth, producer Ed Nelson was working in Mexico with VeSota, on a film directed by Mel Welles, who expressed interest in VeSota’s script, then titled ‘The Keepers.’ A producer named Berj Hagopian (Invasion of the Star Creatures, directed by VeSota) was in on the effort as well; Gordon Urquhart was hoping to play the leading role but died of cancer at age 33, in 1957.

The Brain Eaters is most famous for being an unauthorized adaptation of Robert Heinlein’s horror/sci-fi novel The Puppet Masters, a truly seminal work whose original ideas were soon incorporated into a myriad of movies and TV dramas featuring ‘the remote control of human beings.’ In place of supernatural possession, humans controlled and commanded by alien beings became a standard theme, from Invaders from Mars forward. Heinlein’s book got an official adaptation in 1994, long after its ideas had become clichés in derivative films. Although The Brain Eaters alters some particulars, the monsters puppeteering their human hosts are nearly identical to Heinlein’s.

Some residents of a small Illinois town discover an enormous metallic cone and some dead animals. Senator Walter Powers (Jack Hill aka Cornelius Keefe) arrives to browbeat and bully the local science academics who have begun to study the cone — Dr. Wyler and Paul Kettering (David Hughes & producer Ed Nelson). They soon discover that the cone is the source of little fuzzy invaders that attach to people’s necks and mentally control them. Erratic behavior tips off Glenn Cameron (Alan Frost aka Alan Jay Factor) that his father the mayor (Orville Sherman) is possessed. Both the Mayor and the Sheriff (Phil Posner aka Greigh Phillips) struggle against the possession, and even try to kill themselves, before fully succumbing.

The group of locals aware of the calamity includes the mayor’s daughter Elaine (Jody Fair) and researcher Alice Summers (Joanna Lee). They must avoid several possessed ‘zombies’ that are spreading the alien influence by delivering parasites to potential hosts. They’re shocked to find that their messages are being stopped by possessed telephone and telegraph operators. And then Alice disappears and is presumed kidnapped.

The group finds a man they recognize as Prof. Helsingman (Saul Bronson), who disappeared five years before. Helsingman was a host to a parasite, but it could tell he was dying from a weak heart, and abandoned him. The investigators also contact a possessed man who once was Dr. Cole (Leonard Nimoy)  .  Cole spills the beans about the parasite invasion: they come from within the Earth, not outer space.


The hard truth is that The Brain Eaters just isn’t much of a movie. We fans can find something to get excited about in most any maladroit, borderline incompetent ‘creature feature,’ whether it be good (or bad) performances, odd direction, or interesting or pitiful special effects. This movie just doesn’t have the good/bad qualities we’re looking for. The ‘picturization’ of Heinlein’s ideas is bare-bones and unimaginative, with resources that could have been thrown together in a few hours. Clearly somebody had access to a large quantity (roll?) of metal sheeting to make the cone; however it was fabricated, we know nobody paid for it. Perhaps it seems so un-designed and random because it’s a leftover piece from some industrial application?

And then there’s the parasites themselves, ‘tribble’-like crawlers identified as wind-up toys covered with bits of fur and (are they serious?) pipe cleaners for neck-piercers. They make no impression at all. Some crawler parasite shots are clearly opticals; perhaps A.I.P. double-exposed some smoke over them. (Top image )

Most of the acting lacks the hammy extremes known to enliven low-budget filmmaking. The actors play it straight and do as they’re told, which mostly means standing still in static angles. Only Ed Nelson gives it everything he’s got, especially when his Dr. Kettering must scorch himself on a lab Bunsen burner to detach one of those pesky parasites. After Nelson makes with the painful contortions, we really wish that Alice would inquire comfortingly, ‘Does it hurt?’  


The handsome Nelson also does some academic posing with his pipe, but his Paul Kettering is more the action hero type, the kind able to improvise with handy high-power lines when it’s time for a fiery climax. Earl Worth says that Ed Nelson was a resident of Pomona, California, which is where Brain Eaters was filmed.

Pro actor Cornelius Keefe changed his name for the credits, an idea that caught on with two other actors. His Senator blusters his way through much of the film’s exposition, as sort of a substitute Morris Ankrum.

Anything director Bruno VeSota might have wanted to accomplish seems to have been defeated by the dire production particulars. The movie is visually dull and inconsistent; dialogue scenes are routinely covered in one unexciting master, with close-up cutaways. We never get much of an idea of the topography of the hillside where the cone is found, or the town, or points in between. Suspense scenes fizzle: when Alice and Glenn are caught inside a mine shack, one shot covers them responding to hammering at the door, and a spooky person appearing at the window . . . and nothing much happens. A couple of skirmishes with armed host-guards get a little violent, but the direction stays uninvolved.

When Alice is kidnapped we get one ‘progressive’ shot, a parasite’s Point Of View as it climbs onto the bed and closes in on the sleeping woman. POV creeping camera shots were not yet the norm, but did VeSota perhaps have an avant-garde Maya Deren moment in mind?  We have little response when the possessed Alice appears atop the cone scaffolding, still in her nightgown. The direction does nothing with the setup, nothing with what should be strong reactions from Glenn and Paul.


“Knock it off, Carol Reed.”

Curiously, several shots in the first couple of scenes are canted ‘Dutch angles,’ a visual choice that is almost immediately abandoned. It’s almost as if Corman (or James Nicholson, if A.I.P. was already involved) viewed the dailies and told VeSota to stop wasting time with ‘fancy stuff.’ A few more shots, like an image of the mysterious Professor Helsingman rising from his deathbed   are both spooky and docu-real. But The Brain Eaters needed a dozen more happy accidents to sustain the mood.

According to Earl Worth, Mel Welles’ proposed Mexican Brain Eaters would have made the 40-foot cone appear outside a Mayan pyramid. Laguna Beach artist Burt Schonberg is credited as art director but his contribution is vague. Schonberg would later become noted for painting the ‘haunted portraits’ seen in Corman’s House of Usher and The Premature Burial.

Some of VeSota and Nelson’s colleagues persevered in the Hollywood trenches. The spirited Joanna Lee would soon become a prolific TV writer, and Alan Jay Factor continued acting while racking up TV producing credits. Jody Fair picked up twenty more TV and film credits in the next four years. The main possessed zombie pursuing our heroes is said to be actor-writer-producer Hampton Fancher, of much later Blade Runner fame.

Not to be that rough on The Brain Eaters, but it’s really a movie best slated for completists. It’s just not as substantial or imaginative as some other no-budget efforts: the Richard Cunha pictures, Terror from the Year 5000, Night of the Blood Beast, even Attack of the Giant Leeches. Each of those has a better-developed story, a fun monster, or a campy performance or two.



The new Blu-ray of The Brain Eaters is a complete plain-wrap item. That’s disappointing as it would be nice to have an authoritative source straightening out the facts behind the movie — Earl D. Worth’s entry for the film is surprisingly well annotated, but how many of his facts can be verified?

The music credited to one Tom Jonson is actually a sampling of classical pieces, by Shostakovich and others. It fits surprisingly well on occasion but on most scenes feels exactly like what it is, a bombastic orchestral piece slapped down on film footage that doesn’t rise to its emotional pitch.

More important is how the show looks:  far better than some of these images. I’d previously seen the picture only on flat bootlegs or bad broadcast masters that gave no indication of its photographic quality. The source here appears to be from pre-print material, which lets us appreciate the variable quality of the images. Many sources remark on the fact that night material is intercut with footage shot day-for-night but it’s much less jarring here. Even if little of the show is visually attractive, we can see that 35mm prints were reasonably clear at all times.

The disc copy and publicity call out a 1:37 aspect ratio, but the disc encoding  is a proper widescreen crop. This improves some of the compositions, especially in the scene with the deranged Mayor Cameron — the off-center and tilted shots now look intentional, even if they don’t trigger an expressionist vibe.

We like the uncredited main titles, which are in the style of Paul Julian’s artwork for earlier Corman sci-fi pictures. The imagery is somewhat generic. An odd splice accompanies Ed Nelson’s producer credit — did they cut out a credit, perhaps an executive producer whose last name begins with a ‘C’?

It’s nice to have English subs, although our speed-reading stumbles over a persistent spelling error: when the parasites are called ‘leeches,’ the subs read ‘leach.’

But we still want to jump up and clap for the film’s original poster, by Albert Kallis. True, its imagery has little to do the film, as Alice definitely does not become a blank-eyed vampire with a see-thru topless skull. (A ‘Screaming Forehead,‘ anyone?)  But the poster definitely says ‘Wild sci-fi horror fun to be had here!’  Younger monster fans surely got a second message: ‘Don’t let Mom see this poster or she’ll make you see Danny Kaye in Merry Andrew instead.’

Reviewed by Glenn Erickson

The Brain Eaters
Blu-ray rates:
Movie: Fair but for lovers of arcane horror sci-fi Good
Video: Very Good ++
Sound: Very Good ++
Supplements: none.
Deaf and Hearing-impaired Friendly?
; Subtitles: English
Packaging: One Blu-ray in Keep case
February 2, 2022

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About Glenn Erickson

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Glenn Erickson left a small town for UCLA film school, where his spooky student movie about a haunted window landed him a job on the CLOSE ENCOUNTERS effects crew. He’s a writer and a film editor experienced in features, TV commercials, Cannon movie trailers, special montages and disc docus. But he’s most proud of finding the lost ending for a famous film noir, that few people knew was missing. Glenn is grateful for Trailers From Hell’s generous offer of a guest reviewing haven for CineSavant.

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