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After attending a medical conference, Dr. John Hayes returns to Pine Castle just in time to receive a call from Sheriff Tom informing him that Ed is dead. Ed was pulled from the swamp. He requests the physician to come examine the body. There is also a report of a spacecraft crashing and some short-legged aliens emerging from the wreckage. John examines Ed's body and finds it had not deteriorated despite the week-long holding time at the morgue. He then is notified that there has been an accident at the Jones' place that requires his assistance. There he finds the Jones' teenage son has suffered injuries that were sustained when the boy picked up a piece of metal from a site that looked like a plane crash. Tom decides to check out the landing site only to be overcome by unseen forces. A photographer who is in the area finds a crowd of people gathered around Tom, who is lying on the ground. The group of people come toward him, their eyes being bright, glowing white. The aliens next move is to recruit John's wife Rose to their side. They proclaim themselves the rulers of a New Earth. By getting Rose in their control, they hope to persuade her husband to assist them in their take over. John goes back to re-examine Ed's body and finds his brain has essentially been sucked out. Tom enters and demands that John follow him. When John resists, Tom pulls a gun on him to persuade him otherwise. John is take to meet the alien leader who tells him that they have come from the planet Ukon on a mission to take over Earth. With John in the hands of the aliens, it is up to a Rusty, a former atomic scientist turned pro-wrestler, to fight back.