The film opens with a thunderstorm. Lightning flashes illuminate a spooky old house, accompanied by the eerie wailing of a Theremin. The camera moves inside the house to reveal a coffin which opens and from the coffin Criswell sits up. (This is nearly identical to opening scene to Night of the Ghouls). Criswell offers an opening commentary which practically repeats the opening commentary from Plan 9 from Outer Space. Credits follow with most of the cast names displayed on tombstones (again similar to Plan 9). The camera moves from the Hollywood sign and down into Hollywood itself.
It is a rainy night outside a dilapidated theater in Hollywood. It is the early 1950s. The eccentric and goof-ball theater director Edward D. Wood Jr. (Johnny Depp) is pacing outside, waiting for the press who have not shown to review his play The Casual Company, a World War II-esq military drama. The show finally goes on to an almost empty house. Later that night Ed, his close friend John "Bunny" Breckinridge (Bill Murray) and the three principal actors in the play, Dolores Fuller (Sarah Jessica Parker), Paul Marco (Max Casella) and Conrad "Connie" Brooks (Brent Hinkley) read Victor Crowley's scathing review of the play. Everything about it is negative, but the only positive comment being about the realistic costumes. Ed tries to encourage the team that they're doing good work on account of that one positive comment, but later that night Ed, who is living with Dolores, expresses his doubts about his achieving success in the film industry. He worries that he's nearly thirty and Orson Welles, whom Ed idolizes, was 26-years old when he made "Citizen Kane". Dolores reassures him and then makes a comment to herself about never being able to find her clothes. Ed turns over in bed with a worried look on his face.
A few days later, Ed is working in the props department at a film studio as his second job and he is asked to take a potted palm over to the executive offices. Ed makes a bit of a side trip to see some new stock footage the studio received, and comments that he could probably make a complete movie using just the stock footage. Later, in the office he overhears two office girls discussing an article in Variety about a bio-pic being considered about sex-change personality, Christine Jorgensen.
Ed phones George Weiss (Mike Starr), head of Screen Classics, a small studio which specializes in soft-core sexploitation films, which was making the bio-pic. Ed assures him that he is the most qualified man in Hollywood to direct the sex-change film. Dolores, who was standing there when Ed said that, asks Ed why he's the most qualified for such a picture, but Ed scoffs it was just something to spark Weiss' interest in hiring Ed. Later Ed is talking to Weiss in his office who tells him that the Christine Jorgensen story is off. Christine heard about it fromVariety, and was asking for too much. Weiss was still planing a sex-change film though, but is now going to be something else. The film is to be called I Changed My Sex. He has no script yet or director. Ed tells him that he can direct and write the movie, and mentions the positive comment Crowley made about his play. Unconvinced, Weiss asks him why he is the most qualified man in Hollywood to do this movie. Reluctantly, Ed tells Weiss what he's never told anyone in his life: he's a transvestite. When Weiss asks, Ed assures him that he's still straight, and just does it for personal comfort, going even as far as to paratroop wearing women's undergarments when he fought in the Second World War. Weiss asks how this qualifies him for the movie. Ed believes that this can add an extra note of realism to the movie. Weiss tells Ed that he does not need someone who has a burning desire to tell his story; what he needs is someone who is experienced enough to shoot a film in only a few days while still making it profitable. Discouraged, Ed leaves.
On his way home, Ed meets his long-time idol, Bela Lugosi (Martin Landau). He is leaving a funeral home complaining about the discomfort of the coffins. The two start talking, and Lugosi reveals that he soon intends on dying, fed up with his life. The two begin a close friendship as Ed drives Bela home to his small house. Ed learns that Bela has not worked in four years. Later at work, Ed is discussing Bela with a fellow film executive who calls Bela a "washed-out junkie". He suggests that if Ed thinks he is so great he should hire Bela himself.
On Halloween night 1953, and Ed and Bela are watching White Zombie at Bela's home on the TV. The show breaks for a commercial, introduced by horror-show hostess Vampira (Lisa Marie) whom Bela refers to as "a honey". A short while later, Vampira makes a comment about the film starring Bela Lugosi "and a bunch of other people I've never heard of". This seems to depress Bela who goes into the back to take his "medicine". The medicine seems to work almost immediately and Bela is soon cheerfully scaring trick-or-treating children as Dracula, except for one little boy who Ed scares away by pulling out his fake teeth he got from WWII, amazing Lugosi.
Using the promise of getting Bela to star in the movie for a low price, Ed convinces George Weiss to let him write and direct the movie. He finishes the script two days later and gives it to Dolores to read. He also uses the script to tell her about his own cross-dressing. He shows himself to her dressed in one of her angora jumpers. Dolores outbursts with rage and disgust that Ed has not only kept this secret from her for so long, but he now intends to fictionally exploit this embarrassing moment of their lives on film. However, he manages to persuade her to join the role of Barbara in the movie.
Ed turns in his script to Weiss, and they have a heated argument over the script: the story is not what Weiss originally wanted to be made; what Weiss originally wanted is only briefly covered in the first five pages of the script while the rest of the story is a fictionalized version of Ed's situation. Even the title is conflicting, as the poster for the original title is still intact. Ed tells him to change the poster, as he believs that the changes he made are for the better. Giving up on the argument, George allows Ed to shoot the movie however he wants, as long as it meets the required reel length.
They begin filming the movie, now re-titled 'Glen or Glenda', with Ed himself performing the title roles. When they get to filming Bela's scenes, there is a minor catastrophe when As Connie asks for Lugosi's autograph, he mentions The Invisible Ray alongside Boris Karloff. Bela gets highly upset about this, as Karloff was a major of rival of Lugosi's. However, Ed is able to calm Lugosi by convincing him of his success with Dracula, and Lugosi cooperates easier with the film. There is also trouble on the set as Dolores, who is playing the female lead Barbara, is having a very hard time accepting Ed's cross-dressing. However, the film is successfuly completed.
Ed takes a film copy of Glen or Glenda to Mr. Feldman at Warners, seeking to get financial backing to continue making movies. He mentions several other projects he has planned, such as The Ghoul Goes West and Dr. Acula. Feldman seems uninterested those projects, but shows interest in another project Ed pitches, Bride of the Atom. Later Feldman and two subordinates view Glen Or Glenda, and are reduced to fits of helpless laughter by the horrible looking movie with bad sound, lighting, and acting.
Days later, Ed finds that Glen or Glenda is not playing anywhere local. He phones the furious George Weiss who tells him that he could not sell it anywhere in the major markets, as the movie was so bad, the markets didn't want to bother presenting it, calling it a "piece of shit." Ed tells him not to insult his movie. Weiss wishes it was Ed's movie instead of his, wishing "he had not blown every dime he had ever made into making this stink-bomb". He angrily promises that if he ever sees Ed again, he will kill him.
A few evenings later Ed, Dolores and Bunny are at a wrestling match. Bunny talks about his plans to go to Mexico and take the first steps leading to sex-reassignment, much to Dolores' discomfort. They later see in action Swedish wrestler Tor Johnson (George 'The Animal' Steele), who Ed believes would make a fantastic actor, and would be perfect for Lobo, the monstrous henchman in Bride of the Atom. He convinces Tor to take the part.
Some months later, Ed gets a call from Bela. When he arrives at Bela's home he finds Bela collapsed on the floor. He also finds a needle syringe which Bela tells him contains Morphine and Demerol. Bella breaks down and tells Ed that he is totally broke, and doesn't know what he's going to do to pay for his "medication". Ed reassures him that he won't let Bela down.
The next day, Ed calls Feldman, who tells him that Glen or Glenda was the worst movie he ever saw, and hangs up on him. Discouraged, Ed talks to Dolores, who suggests that Ed may not be studio material, and should finance himself. Ed starts to try to line up backers by meeting them at the local Brown Derby Restaurant. One person he approaches is a producer of a comedy/variety TV series, who arranges to use Bela in a sketch.
The sketch turns out to be a total fiasco, as Bela cannot follow the ad-libs of the comic. Backstage Ed and Bela meet "psychic" Criswell (Jeffrey Jones) who predicts that Bela's next project will be a huge success. Criswell even recognises Ed's name as the writer/director of "Glen or Glenda". Quickly Criswell becomes a member of Ed's growing entourage and tells Ed that showmanship is the secret to success.
Over the next several months in 1955, Ed continues seeking financing for his next movie, helped by Dolores, Criswell and Tor, but without any success. One evening at a local nightclub, Ed encounters a young, attractive woman who introduces herself as Loretta King (Juliet Landau) who appears to be quite wealthy (she pays a three dollar bar tab with a $50 note). Still seeking financing, Ed soon convinces her to invest in Bride of the Atom. Loretta agrees to finance Ed's movie, but her only catch is that in exchange to be credited as one of the executive producers, she would also like to act in the movie. In fact she wants to take the lead role, which Ed had already promised to Dolores. Ed reluctantly agrees with Loretta so that he can make the movie. Dolores, however, is furious about this, especially when she finds she has been relegated to one of the minor roles.
With Loretta's contribution in hand Ed begins filming, despite Loretta being a mediocre actress. Unfortunately, filming is soon shut down a few days later when the $300 advance that Loretta gave runs out. It turns out that the $300 was all the money that Loretta had. So Ed goes back out on the financing trail. While talking to some potential investors at the Brown Derby, he meets Vampira at the restaurant with her entourage of her agent, manager, publicist, producer, etc. He tries to interest her in helping to get some backers, but her reluctance ends up losing backers.
Ed ends up talking to meat packer Donald McCoy, a redneck hick who is willing to advance Ed the rest of the money he needs, but McCoy's condition is that he wants the movie to end with a big explosion, and that the lead male role to go to his son Tony. After making the suggested changes, filming resumes, but not without problems. At one point there is a very tense encounter between Dolores and Loretta in the dressing room over Dolores still angry and jealous at Loretta for taking the lead role which Ed promised her first.
That night, Ed, Paul, Connie, Criswell, and Tor break into the prop warehouse at Republic Studios to "borrow" a rubber octopus to be used in the climactic scene between Dr. Vornoff (Bela), and his octopus. The following night, while on location in the Hollywood Hills to film that scene, they realise that they forgot to borrow the octopus motor, so when they are filming the scene Ed tells Bela to just "Shake his legs around so it looks like he's killing you". At first Bela seems to be unable to do the scene, but after injecting himself with a dose of his "medicine" he is alright again.
On the final day of shooting, Ed requests Bela to say one more line he wrote up. Amazed and swayed away by what Ed wrote, he agrees to it. It is his character's famous closing speech in the movie.
At the wrap party the next night, held in McCoy's butcher shop, Ed, once more in drag, does a strip act. This is the last straw, and Dolores explodes, pronouncing all of Ed's work terrible, and that everybody is wasting their lives for nothing. She storms out, and Ed catches up with her. She ends her relationship with Ed on the spot.
In April 1955, Ed gets another phone call from Bela, whom he finds suicidal and wants Ed to join him. Ed talks Bela out of it, and Bela decides to commit himself into a hospital for his drug addiction. Bela uses his rehabilitation to get some publicity and to get his name back in the press.
In the hospital while waiting to visit Bela, Ed meets Kathy O'Hara (Patricia Arquette), a very sweet young woman who is visiting her father at the hospital. Ed becomes strangely attracted to her. He tells her that he is a writer, producer, actor, and director in motion pictures. The two go out on a date to a midway carnival. They take a ride through the spook house, which breaks down halfway through the ride. While stranded, Ed confesses to Kathy about his cross-dressing. After Ed assures her that he's still straight when she asks, she accepts it without further question.
The next morning, Ed gets some bad news from the sanitarium. Bela's insurance has long since lapsed and as a result Bela will not be able to stay any longer. Ed offers to pay all he has to help Bela, but the small amount of money he has will barely help. Ed convinces Bela that he is cured, and takes him home. Bela wonders when Ed's next picture will be coming. To help Bela, Ed invests the last of his cash in some film and a camera rental. He and Bela film several scenes of generic stock footage outside Bela's house that Ed could use almost anywhere for his next movie.
Some months later in early 1956, Ed invites Vampira to join the party going to the premiere of his movie, now re-titled Bride of the Monster. Ed, Kathy, Vampira, Criswell, Bela, and Tor go in Ed's car to the theater. The audience is extremely rowdy over the horrible-looking movie and after only a few minutes into the picture Ed begins to fear for the safety of his guests, especially Kathy, Bela, and Vampira. They leave in time to catch a gang stripping down Ed's car. The crowd soon leaves the theater also roaring in anger at being cheated out of their money to watch a bad movie. They hail a taxi; in fact Kathy almost has to jump in front of it to get it to stop. As they drive away, Bela sarcasticaly remarks, "now THAT was a premiere!"
The next day, Ed and Bela are walking along a sidewalk in Los Angeles and talking. Bela tells Ed that he has found a very special woman in Kathy. They talk about the premiere and Ed wishes that Bela could have seen the whole movie. Bela says he doesn't really need to, he remembers it all, and proves it by quoting his closing speech to an appreciative impromptu audience on the street.
One night another few months later, Ed is reading a story to Kathy when they are interrupted by phone call where someone on the other line tells him that Bela has passed away. Ed, Kathy, Tor, Criswell, Vampira, Connie, and Paul are all among the mourners at Bela's funeral. It is also seen that Bela was buried in his Dracula cape.
Another year or so later, Ed is visited by his landlord, J. Edward Reynolds (Clive Rosengren). Reynolds reveals that Ed skipped his final rent check. Ed believes that his stockholder probably transfered the wrong account and writes him a check. Reynolds notices that Ed is in the picture business, and mentions that he and his Baptist church are interested in making inspirational films about the twelve apostles. At the present time though they only have the money for one. Seeing opportunity, Ed tells Reynolds that if he took that money and put it into a commercially proven genre, he would make enough to make the twelve movies. As it happens, Ed has a script he wrote available, entitled Grave Robbers from Outer Space. Reynolds is unsure, as most big movies have big stars. Ed reveals that it does: Bela Lugosi. Reynolds thought Lugosi passed on. Ed has the last film Bela did, and he just needs to hire a double to complete Bela's scenes, convincing him that if the movie succeeds, he'll have enough to not just make all twelve films, but possibly even more. Reynolds agrees, and final preparations begin for the movie.
When Ed learns that Vampira has been laid off, he, along with Kathy at a diner, convince her to take a part in the film. She is reluctant, but Kathy tells her that she should be grateful that Ed is the only one offering her a job. She agrees, but she will only do it mute. At the diner, Ed meets Dr. Tom Mason, Kathy's chiropractor. When he walks over to correct her aching neck, Ed senses a resemblance to Lugosi with his face covered and Ed hires him to be Bela's double.
Reynolds will only support the movie if Ed and his companions are baptized into his church. So that Sunday, Ed, Kathy, Vampira, Tor, Criswell, Bunny, Mason, Paul, and Connie are received into the local Baptist church. Tor is too large to fit into the regular baptismal font, so the mass baptism is held in a nearby swimming pool.
In 1958, filming begins but with many problems. Reynolds and his associate Reverend Lemons (G.D. Spradlin) have issues with the script's content about graverobbing, finding the concept blasphemous, and the title Grave Robbers from Outer Space which Reynolds requests it being changed to Plan 9 From Outer Space. They question Ed for having Tor delivering several lines of dialogue, who is nearly unintelligible due to his thick Swedish accent. Bunny, who is playing the alien leader, is insisting on antenna or glitter for his costume. Reynolds questions Ed's directing skills after Paul and Connie, (playing policemen) fall (knocked down by the passage of the 'flying saucer') and knock over one of the cardboard tombstones in the graveyard set, as well as using daylight stock shots setting up for night scenes. The final straw is when Gregory Walcott, their choir conductor at their baptist church, suddenly arrives on set and the baptists reveal to Ed that they've casted him as the lead hero. Ed outbursts that since he's the director, he does the casting. He storms off in the dressing room. To relax, Ed puts on his women's clothing only to be chastised even more by Reynolds and Lemons.
Having enough, Ed storms out of the studio and goes to a nearby bar (still in drag). In the bar Ed meets his idol, Orson Welles (Vincent D'Onofrio). The two begin talking and Orson reminisces about his problems with the film business, with losing financial backings for their film projects and their producers always interfering with their work, whether it be recutting their orignal cuts or casting actors that they have personal connections with, not caring if they're right for the roles. Ed asks if the film business is worth it in spite of the trouble. Reminding Ed that Kane was the one film where he had complete control, he tells Ed that ultimately the business is worthwhile, and inspires Ed by telling him that it's worth fighting for his artistic visions.
Revived, Ed returns to the studio and tells Reynolds that Ed is going to finish the movie as he wants it to be, as it is not right for Reynolds to interfere with his artistic vision. Lemons objects; they're the ones funding the movie, so it should be their way. Ed immediately rebuttles that they'll make their profits back, but only if they stay out of Ed's way and let him finish the film his way.
Ed continues filming the movie against his producers, but decides to agree with the title change after personally deciding it sounded better. Scene after scene are filmed with Ed growing more and more proud of the whole production.
On opening night in 1959, he and Kathy drive to the theater in Ed's (repaired) convertible. As they arrive, it begins to rain and thunder, much like the storm in the opening scenes. The top gets stuck open, and finally Ed leaves it so that they can make the premire. He introduces it simply "For Bela". As the film runs, Ed is again in the wings silently repeating the dialogue. He says to himself: "This is it. This is the one I'll be remembered for".
As "Plan 9" closes he proposes to Kathy, and the two drive off in his soaked car to marry in Las Vegas. The camera moves back from the area to focus on the Hollywood sign again.
The movie ends with short biographical comments about the major characters and their lives after Plan 9 from Outer Space...
Edward D. Wood Jr. kept on struggling in Hollywood, but mainstream success eluded him. He descended into obscurity, as well as alcoholism while continuing to direct grade-B monster and soft core sex films. He died from a heart attack in 1978 at age 54. Two years after his death, he was voted "Worst Director of All Time" bringing him worldwide attention and a new generation of fans.
Kathy O'Hara Wood remained married to Ed for nearly 20 years and was loyal to him through all ups and downs. After his death, she never remarried.
The late Bela Lugosi never rose from the grave but after appearing in 103 films during his 40 year career, he is more famous then ever. Today (the mid 1990s) his movie memorabilia outsells Boris Karloff's by a substantial margin.
Bunny Breckinridge never had his sex change. He is currently living somewhere in New Jersey.
Dolores Fuller quit acting and went on to have a successful songwriting career. Her compositions include writing the music and lyrics for numerous Elvis Presley songs including "Rock-A-Hula Baby" and "Do the Clam".
Tor Johnson continued to appear in numerious "B" movies before achieving his greatest fame as a best-selling Halloween mask. He died in 1971.
Vampira retired from show business shortly after Plan 9's release to sell handcrafted jewelry. In the 1980s, she unsuccessfully sued horror hostess Elvira for stealing her act and appearance.
Paul Marco and Conrad Brooks are still personalities in the Hollywood scene and continue to act in numerous low-budget 'B' movies. Paul is currently the founder and president of the Paul Marco fan club. Conrad was recently named the "John Gielgud of Bad Movies" by the New York Times.
Dr. Tom Mason, the late chiropractor who doubled for the late Bela on Plan 9, appeared in one more Ed Wood film Night of the Ghouls. This time, Ed let him show his face.
Criswell continued making highly inaccurate and bizarre psychic predictions and was often a guest on The Tonight Show featuring Johnny Carson. He died in 1982.