The stooges accompany professor Jones on an expedition to Venus, where they discover that the Venusians are planning to conquer the earth with an army of zombies. When the boys learn that they're going to be turned into zombies, they escape. The scene changes to the stooges apartment where we learn they are just telling a bedtime story to their kids (also played by the stooges) while they wait for the baby sitter to arrive. When the baby sitter shows up, she looks like one of the zombies and the boys exit in a hurry.