The Brain-Men of Mars were brilliant humanoids who required mechanized exo-skeletons to help their small bodies support the weight of their gigantic heads. When Dr. Martinious came to Mars, he used the scientific genius of the Brain Men to devise a weapon that would allow him to conquer the universe, starting with Earth. Their plan involved sending meteors to earth, infested with martian insects that would spread disease across the land. Stardust arrived on earth, giving scientists there the secret to wipe out the insects and the disease they carried.