The series centers on wealthy crime lord Hector Con Carne, who is reduced to his brain and stomach following an assassination attempt and subsequently implanted onto Boskov, a bear from a Russian circus. Following the series' end, its characters would frequently make cameo appearances in Billy & Mandy, with General Skarr becoming a recurring character.
Hector Con Carne (Phil LaMarr) is a wealthy crime lord and evil genius bent on taking over the world and the League of Nations. He was rescued by the scientist Major Dr. Ghastly (Grey DeLisle), who placed his living remains into two containment units: one for his brain, and the other for his stomach. These two units were later installed into Boskov (Frank Welker), a purple Russian circus bear, giving Hector's brain control over (almost) all the bear's movements.