A small town infestation of crawling alien foreheads that begin attaching to people and taking them over collides with a scientist's experiments to extract foreheadazine and things go horribly horribly wrong.

Kip's perfect life is put in jeopardy when the waitress with whom he's having a casual fling is accidentally killed in their motel room. Desperate, he turns to childhood friend and loser, Marvin, to help get rid of the body. Marvin agrees which begins the unraveling of their friendship and ultimately leads both to murderous acts they never thought themselves capable of.