Wilbur works in an old carnival and shows some gruesome things to the public. He covers his face because he had a sadistic father who burned his face as a child. Everybody makes jokes about his scars and when the new boss fires him, he goes to an old swamp-witch who gives him a peace of wood from a hanging tree. Wilbur makes a mask from this piece of wood and puts all his anger in this mask. When he puts the mask on, everybody who looks at him commits suicide.

On its way back to Earth, the space shuttle Nautilus passes through a cloud of alien spores causing its sole occupant, astronaut Steve Thomas to transform into a blood-thirsty monster. The shuttle crashes into a swampy region of central Florida, creating a situation which threatens contagion and/or death to all who encounter the shuttle or its mutated pilot.