Off the coast of Maine, an African cargo vessel mysteriously explodes and crashes into the harbour. What no one knows is that the crew had already been dead for days... Meanwhile, Dr. Ben Cahill (Thomas Calabro) arrives on Orrs Island to resolve some personal problems and receives a hostile reception. The locals do not like outsiders and in particular, Jack Wald (John Savage), the town's electrician, does his best to make Ben feel unwelcome. Soon bizarre and frightening deaths start to occur on the island. Each victim appears to have died by natural causes, yet each has red insect bite marks on their flesh. When Wald's dead body is discovered all fingers point to Ben. To clear his name, Ben performs an autopsy to establish the true cause of Walk's death. He is horrified to discover insect cocoons filling the man's chest cavity. A rare breed of African cockroaches has invaded the island and they are using the insides of human beings as breeding grounds. When a new hybrid of flying cockroaches are born and begins to engulf the island, the town's people must run for their lives to escape the hoards of bugs or be eaten alive!