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Dr. Fielding is working on an experiment, and Justin Kamen wants to know what it is. Kamen orders ex-FBI agent Jonas Spender to assemble a team of ex-Marines and Navy Seals, plus an IRA clean-up man called "The Doctor." The team is to investigate Fielding's research. Meanwhile, the scientist's daughter, Julia Fielding, likes insects until she sees the gory results of letting a cockroach into the hothouse of mutated food, then she runs for the hills, where she is eventually found by the team. Following the team are ATF officers Suzi Uzi and Agent Franks, who hope to capture The Doctor; and one of the team is working undercover for the ATF. All of them will experience the terror of attack by a giant cockroach.