Mo drives Jason to a small plane, where Nicole is waiting. The three of them fly down to Midland, Georgia, where the Stuff plant is located. Mo tells the pilot to watch out for Jason, who is asleep, while he and Nicole go to the Stuff plant. They get picked up by a couple of Stuff executives in a limo and are taken to the plant for a guided tour of the facility. Meanwhile, a blob of the Stuff comes out of nowhere and attaches itself firmly to the pilot's face. He suffocates to death, gently waking Jason from his slumber in the process. Jason doesn't exactly help him, but he does do the next best thing, which is to leave the plane, pick a totally random direction, and start running though unfamiliar terrain. He eventually ends up at a strange mining facility, where he hides inside the empty tank of a tanker truck. Once again, Jason's gift for strategy manifests itself in the form of a spectacular failure, as a worker quickly shuts the only way out of the tank, sealing Jason inside. Way to be, there, chief. Way to be.
At a nearby motel, Mo mentions something about his pecker to Nicole and the motel manager. I've listened to it a bunch of times now. I don't know what he says, and I don't care. I do not need to hear him talking about his pecker. Not under any circumstances. Ever. After another godawful commercial for the Stuff as a segue, we find Mo and Nicole asleep in their motel room. Thankfully, and inexplicably, they are sleeping with all of their clothes on. One of the pillows rips open and a whole mess of Stuff pours out and clings to Mo's face. Yep, the pillow was full of Stuff and no one noticed. As Mo's suffocating, Nicole comes up with the bright idea to burn off the stuff. I'd like to think that someday I'll find a woman who, if my head is ever covered with a pliable, lightweight substance, will burn my face off. Specifically I'd like to have that woman committed, so as to keep the crazy bitch as far from my precious face as possible.
Miraculously, the Stuff burns off without taking Mo's head with it. Just then, a vicious and totally random redneck bursts into the room and tackles Mo. Unfortunately for him, the mattress rips open and a whole shitload of Stuff flies out, pinning the redneck to the wall and killing him. Okay, I could let the pillow go, but if my mattress was replaced with a whole bunch of marshmallow fluff, I'm pretty sure I'd pick up on it well before falling asleep. Maybe that's just me. Mo sets the gigantic glob on fire, and he and Nicole run for it. Mo steals them a truck, and the two of them head for the Stuff plant. There, they see the tanker trucks on the move. Mo makes a comment about how moving at night is a good way to keep from being seen, which doesn't even remotely make sense. I mean, the Stuff obviously controls the surrounding area, so why would the truckers need to worry about secrecy? Think about it. No, on second thought, don't. Your brain might implode.
They end up following the trucks to the old mining site, when the Stuff workers are siphoning the Stuff right out of the ground. Upon seeing this, Mo remarks that the Stuff isn't processed at all, but it comes straight from the ground to the supermarkets. He's right, but he has no way of knowing that. What's saying they don't put anything in it back at the plant? It just seems sort of presumptuous to me. Anyway, Nicole happily declares that if the government heard that the Stuff came from the ground, they'd shut it down. You know how the government feels about natural foods. Mo says that no, he'll have to steal a truck full of it to prove anything. Personally, I think he could just take some pictures. I mean, we know for a fact that he has a camera. He took pictures with it back at the plant. I think he just wants to steal another truck. So, he slips into the yellow Stuff uniform that he got from... somewhere, and sneaks around the edge of the quarry, planting tiny standard-issue industrial saboteur explosives that he got from... somewhere, then finally makes his way down to steal one of the tankers. At the same time, the workers start piping the Stuff into the tankers, including the one with Jason inside. The workers quickly discover that Mo is a fraud when he starts punching a lot of them in the face. He fights his way to the truck, which he steals, as per his plan, taking a length of siphoning hose with him. On his way out, he activates the detonator for those explosives. Despite each one being roughly the size of an oreo, they blow the entire quarry into a better movie.
Nicole is attacked by none other than the manager from the post office! I know, I missed him, too. She battles him to the ground, then Mo runs over his legs with the tanker truck, which causes his head to explode. You know, just like in real life. Mo stops the truck so Nicole can get in and he can help Jason get out of the tank, then the three of them head off down the road. Before long, a cop pulls them over. "Boy, I never thought I'd be glad to see a cop," Jason comments. You're twelve, kid. Give it some time before you start hating on the police, alright? The cop asks them about the hose they've got trailing off the back of the truck, to which Mo smartly replies, "Are you going to arrest me for indecent exposure?" The cop points his gun at him. Nice job, there, Mo. Things look bad, but our three heroes come up with a clever ruse! They comment about the Stuff spilling out of the hose onto the street and - wait, first it was "indecent exposure", now there's white goop spilling out of a long hose? Come on. It was bad enough with the microorganisms, but this is flat-out pornographic. Like I was saying, they talk about how they can't stand seeing all that Stuff go to waste and rush over to it. Nicole especially forces the issue, working the word "hungry" into her speech a dozen times in ten seconds. Her bad, bad, bad, bad, bad, bad, bad acting somehow convinces the cop to get some for himself, and the second his back is turned, Mo knocks him out with a quick chop to the air remotely near his neck.
Since no one has any moral qualms about leaving a state police officer face down in the middle of the road, Mo, Nicole, and Jason are free to drive on to the castle-like fortress lorded over by Colonel Spears and his troops. Spears, portrayed by Paul "For the love of God, I was in 'Goodfellas'" Sorvino, is a blatant ripoff of Brig. Gen. Jack D. Ripper from "Dr. Strangelove," right down to the obsession with the fluoridization of our water by the commies. It pains me to see Paul Sorvino doing this kind of garbage. I would love to tell you that he obviously hates himself for taking this role and does a half-assed job, but much to my dismay, he actually puts effort into this part. It's a shame, as the character is a ripoff and Larry Cohen still couldn't manage to write decent dialogue for him. His only motivation as a character is to kill commies, of which there are zero in this movie. Mo meets with the Colonel to convince him to raid the Stuff plant. The conversation basically boils down to this:
Mo: "Colonel Spears, there is an insidious conspiracy at work. The dessert known as the Stuff is taking over people's mind, forcing them to eat more and more of it until it eventually bursts out of their bodies and moves on its own. It could be an alien entity of some kind. I can't tell you its exact purpose, but millions of American lives are at stake. Their base of operations is nearby. Please, will you and your troops help us stop them?
Col. Spears: "No."
Col. Spears: "I'll do it!"