In Prague, a professorial puppet, with metal pincers for hands and an open book for a hat, takes a boy as a pupil. First, the professor empties fluff and toys from the child's head, leaving him without the top of his head for most of the film. The professor then teaches the lad about illusions and perspectives, the pursuit of an object through exploring a bank of drawers, divining an object, and the migration of forms. The child then brings out a box with a tarantula in it: the professor puts his "hands" into the box and describes what he feels. The boy receives a final lesson about animation and film making; then the professor gives him a brain and his own open-book hat.

The life of Jan Svankmajer, a Czech surrealist animator, filmmaker and artist whose work inspired other influential filmmakers like Terry Gilliam. Working under Communist regime was a blessing and a curse for a creative young artist.