Robert "Tank" begins to work for Dr. Magrew sculpting a puppet for the Doctor to bring to life using the work of Andre Toulon. Robert begins to fall in love with the Doctors daughter, Jane. Unbeknownst to Robert the Doctor is trying to create a "perfect race" of puppet humans. Jane discovers a "matt puppet" which is from his first assistant. She comes back just in time to see her father, cut up by the puppets, has succeeded in putting a living human, Robert, into the puppet he carved.

Eccentric inventor Prof. John Richards seems to have hit pay dirt when he designs a contraption which can move large objects instantly by breaking them into atoms which can be streamed from one place to another. This new machine seems like a sure-fire hit, which has attracted the attention of Richards' less-than-scrupulous assistant Martin, who wants to steal the new invention and sell it himself. In order to make it easier for Martin to do just that, he uses the machine to create a duplicate of Richards, which will do his evil bidding. The professor's son, Jack, and wife, Barbara, learn about Martin's underhanded doings, and Barbara uses another one of her husband's gimmicks to get revenge against Martin -- she turns herself invisible.

Alien ship crash-lands on Earth and the creature inside starts taking over people's bodies.