Dr. James Xavier (Ray Milland, 1945 Best Actor Oscar - Winner For The Lost Weekend) is a world renowned scientist experimenting with human eyesight. He devises a drug, that when applied to the eyes, enables the user to see beyond the normal realm of our sight. It also gives the user the power to see through objects. Xavier tests this drug on himself, when his funding is cut off he takes refuge in a small carnival run by Crane (Don Rickles). As he continues to test the drug on himself, Xavier begins to see, not only through walls and clothes, but through the very fabric of reality!