Leon flies a crop duster. He also drinks a bit, and so he figures he'd better find a place outside of town to take off and land, just to avoid investigations. He stumbles across an abandoned government airfield deep in the Great Dismal Swamp, not far from Old Mill, North Carolina. He also discovers a lot of barrels filled with something - and being the paranoid type - eventually he starts to worry they'll find him with those barrels, and it will be trouble.

He decides to get rid of it by "dusting" it over the local fields. Who will know? The problem is - the chemicals in that barrel have some interesting effects on people. They start to eat at Leon's already troubled mind, and - since Leon accidentally sprayed them over the local marijuana crop, they start to eat at a lot of other minds as well.

The timing proves fateful for Jess, who just wants to get away from the tired, country life of Old Mill, NC and his tired old friends, like Teeter, who can't stand still, but bobs back and forth like a metronome. Only Mabel seems worth saving - the question is, will the two of them survive the night?