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 the identical 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.
It is a rainy night outside a dilapidated theater in Hollywood. Edward D. Wood Jr. (Johnny Depp) is pacing outside, waiting for the press who have not shown to review his play "The Casual Company" The show finally goes on to an almost empty house. Ed stands in the wings, silently repeating the dialogue. Later that night Ed, his close friend John "Bunny" Brekenridge (Bill Murray) and the three principals in the play, Delores Fuller (Sarah Jessica Parker), Paul Marco (Max Casella) and Conrad "Connie" Brooks (Brent Hinkley) read Victor Crowley's scathing review of the play ("Do I really have a face like a horse?" "What does ostentatious mean?"), the only positive comment being about the realistic costumes. Later that night Ed, who is living with Delores, expresses his doubts about his achieving success in the film industry. He worries that he's nearly thirty and Orson Wells (Vincent d'Onofrio), whom Ed idolises, was twenty-six when he made "Citizen Kane" (Ed does see himself as the next Orson Wells). Delores reassures him and then absent-mindedly 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 prop department at a film studio and 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 specialized is 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. Later he is talking to Weiss who tells him that the Christine Jorgensen story is off. Christine heard about it from variety, and was asking for too much. Weiss was still planing a sex-change film though, to be called "I changed My Sex". He has no script yet or director, but he does have the posters. Ed tells him that he can direct and write the movie, in fact he had just finished a play that Victor Crowley praised for it's realism. When Weiss asks him why he is the most qualified man in Hollywood to do this movie Ed tells him he himself is a cross-dresser and can add an extra note of realism to the movie. He knows what it is like to hide a secret like that. Weiss tells Ed that he does not need someone who has a burning desire to tell his story. Discouraged, Ed leaves.
On his way home, Ed meets Bela Lugosi (Martin Landau). The two start talking and begin a close friendship. Ed learns that Bela has not worked in four years. Later, Ed is discussing Bela with his boss who calls Bela a "washed-out junkie". He suggests that if Ed thinks he is so great he should hire Bela himself.
Halloween, and Ed and Bela are watching "White Zombie" at Bela's home. The show breaks for a commercial, introduced by horror-show hostess Vampira 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 and almost immediatly and Bela is soon cheerfully scaring trick-or-treating children as Dracula.
Using the promise of getting Bela to star in the movie Ed convinces George Weiss to let him write and direct the movie. He finishes the script two days later and gives it to Delores to read. He also uses the script to tell her about his own cross-dressing, and offers her the role of Barbara in the movie. 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 catastrophy when Connie mentions Boris Karloff. Bela gets highly upset about this, as Karloff was a major of rival of Lugosi's. There is also trouble on the set as Delores, who is playing the female lead Barbara, is having a very hard time accepting Ed's cross-dressing. Somehow the film is finished.
Ed takes a 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 interested 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.
Days later Ed finds that "Glen or Glenda" is not playing anywhere local. He phones George Weiss who tells him that he could not sell it anywhere in the major markets. In fact Weiss wishes "he had not blown every dime he had ever made into making this stink-bomb". He promises that if he ever sees Ed again he will kill him.
A few evenings later Ed, Delores 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 Delores' 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.
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 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. Ed reassures him that he won't let Bela down.
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 Delores, who suggests that Ed may not be studio material, and may do better as an independent. Ed starts to try to line up backers. 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.
Ed continues seeking financing, helped by Delores, Criswell, and Tor, but without any success. Later Ed encounters Loretta King (Juliet Landau) who appears to be quite wealthy (she pays a three dollar bar tab with a $50). Still seeking financing, Ed soon convinces her to invest in "Bride of ther Atom". Only catch is she would also like to act in the movie, in fact she wants to take the lead role, which had been promised to Delores. Ed agrees so that he can make the movie. Delores however is less then impressed by this , especially when she finds she has been relegated to one of the minor roles.
With Loretta's contribution in hand Ed begins filming. Unfortunatly filming is soon shut down when the $300 Loretta gave runs out. It turns out that the $300 is all Loretta had. So Ed goes back out on the financing trail. While talking to some potential investors, he meets Vampira. He tries to interest her in helping to get some backers, but her reluctance ends up losing backers.
Ed ends up talking to butcher Donald McCoy, who is willing to advance Ed the rest of the money he needs, but he wants the movie to end with a big explosion, and 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 Delores and Loretta.
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 the his octopus. They realise that they forgot to borrow the octopus motor, so when the are filming thew 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 taking a dose of his "medicine" he is alright again.
The next day Ed thanks Bela for everything he has done, and gives him a new final speech. After filming this scene "Bride of the Atom" wraps.
At the wrap party that night, held in McCoy's butcher shop, Ed, once more in Drag, does a strip act. This is the last straw, and Delores explodes, saying that Ed's movies are terrible. She leaves Ed for good.
Ed gets another phone call from Bela, who he finds completly suicidal and wants Ed to join him. Ed talks Bela out of it, and Bela decides to commit himself into a hospital. Bela uses his rehabilitation to get some publicity and to get his name back in the press.
In the hospital Ed meets Kathy O'Hara (Patricia Arquette), a very sweet young woman, who he becomes attracted to. He tells her that he is a writer, producer, actor, and director in motion pictures. One of two who do it all, Orson Wells, and himself. The two go out on a date to a midway. They take a ride through the spook house, which breaks down halfway through the ride. While stranded, Ed confesses to Kathy about his cross-dresing. She accepts it without question.
Next morning, Ed gets some bad news from the sanitarium. Bela's insurance has long since lapsed. Bela will not be able to stay any longer. Ed offers to pay all he has to help Bela,, but the small amount 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 that Ed could use almost anywhere.
Ed invites Vampira to join the party going to the premire of his movie, now re-titled "Bride of the Monster". Ed, Kathy, Vampira (Lisa Marie), Criswell, and Tor go in Ed's car to the theater. The audience is extremely rowdy 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. They hail a taxi, in fact Kathy almost has to jump in front of it to get it to stop. As they leave Bela remarks "Now THAT was a premire".
The next morning Ed and Bela are walking and talking. Bela tells Ed that he has a very special woman in Kathy. They talk about the premire 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 improptu audience.
That night Ed gets another phone call. Bela has passed away. Ed, Kathy, Tor, Criswell, Vampira, Connie and Paul are all among the mourners at Bela's funeral. It is also mentioned that Bela was buried in his Dracula cape.
Ed is talking to his landlord, J. Edward Reynolds. Reynolds notices that Ed is in the picture business, and mentions that his church is planning to make inspirational films about the twelve apostles. At the present time though they only have the money for one. Ed tells Reynolds that if he took that money and put it into a commercially proven genre, he would make enough to make all twelve movies. As it happens, Ed has a script he wrote available, entitled "Grave Robbers from Outer Space", and this movie would star Bela Lugosi. Ed has the last film Bela did, and he just needs to hire a double to complete Bela's scenes. Reynolds agrees, and final preparations begin for the movie.
When Ed learns that Vampira has been laid off, he convinces her to take a part in the film, but she will only do it mute. Ed meets Dr. Tom Mason, Kathy's chiropractor, and Ed hires him to be Bela's double even though the resemblance is minimal, and the only way Ed could pull it off is if Mason does all his scenes with the Dracula cape pulled over his face.
Reynolds will only support the movie if Ed and his companions are baptised into his church. So that Sunday, Ed, Kathy, Vampira, Tor, Criswell, Bunny, Mason, Paul, and Connie are recieved 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.
Filming begins but with many problems. Gregory Wallcott, an actor who is also a member of Reynolds' church choir who is taking one of the lead roles in the movie, is disgusted by the amaturish cockpit set. Bunny, who is playing the alien leader, is insisting on antenna or glitter. Reynolds has many concerns, from daylight stock shots setting up for night scenes, Tor (who is nearly unintelligible) delivering many of the lines because Bela's dead, and Vampira's not speaking, and the title "Grave Robbers from Outer Space" which they find blasphemous. The final straw is when Reynolds questions Ed's 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. To relax, Ed puts on his women's clothing only to be chastized even more by Reynolds.
Ed storms out of the studio and goes to a nearby bar (still in drag). In the bar Ed meets his idol, Orson Wells. The two begin talking and Orson reminisces about his problems with the film business. He tells Ed that ultimatly the business is worthwhile and advises Ed to hang on to his dreams.
Ed returns to the studio and tells Reynolds (Clive Rosengren) that he will get his movie, as Ed wants to make it, and it will be successful.
Ed continues filming the movie, now re-titled "Plan 9 from Outer Space" at Reynold's request. Scene after scene are filmed with Ed growing more and more proud of the whole production. He knows that "this is the ultimate Ed Wood movie"
On opening night 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 knows that "This is it. This the one I'll be remembered for".
As "Plan 9" closes he proposed 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
