Set in 1931, the film takes place aboard a merchant ship, briefly harboured in South America. A young woman (Diane Cilento) boards the ship as a passenger, resulting in disharmony among the superstitious crew members. Virtuous seaman Anthony Steel protects the girl from the lecherous advances of captain Peter Finch.

In England, a group of space scientists led by Bernard Quatermass, who have developed plans for the first Moon colony, learn that a secret, ostensibly government-run, complex of identical design has been built in a remote part of England and is the focus of periodic falls of small, hollow "meteorites" originating in outer space. Quatermass determines to investigate and uncovers a terrifying extraterrestrial life form which has already begun action to take over the Earth.

True story of three British POWs and their attempt to escape from Nazi Germany