The series starts with ACME Labs destroyed (it would then be converted into a Dissy Store), leaving Pinky and the Brain homeless and on the run from a man named Wally Faust. Pinky and the Brain finally end up in a pet shop in Shanghai and take refuge inside a turtle; they are still inside the turtle when it is purchased by Elmyra Duff and named Mr. Shellbutt. In their new home, Pinky and the Brain continue to attempt new methods of trying to take over the world while at the same time enduring, and later accepting and adjusting to, Elmyra's affection.