Tired of being a small-town waitress, Donna departs with the latest carnival show, living with entertainers Frankie and Patch in a tense, emotional triangle.

As he approaches manhood, Ben Meechum struggles to win the approval of his demanding alpha male father, an aggressively competitive, but frustrated marine pilot.

A violent electrical storm topples power lines into the rain soaked earth that is home for an aggressive breed of worms. The high voltage causes the worms to mutate into larger, hostile hordes of man-eating worms that lie in wait for the residents of Fly Creek.

Bad News Johnson, a con artist from Memphis, Tennessee, arrives in Dallas, Texas, accompanied by his dim sidekick July Jones with only twenty-five cents between them. The duo arrange to become boarders at the home of Louella "Mama Lou" Holiday, who is fooled into believing Johnson is an acting teacher from Hollywood. Mrs. Holiday agrees to give the men free room and board if they will provide poise lessons to her daughter, an aspiring beauty queen named Honey Dew.