Criminals are sent to Mars to exterminate genetically modified cockroaches that have evolved into humanoid creatures. The mission, however, is a deception orchestrated by a scientist seeking world domination using the bugs' enhanced abilities and the criminals' surgically implanted insect DNA. The crew faces treacherous encounters with the evolved roaches, utilising their own insect-based superpowers gained through the experimental surgery. Ultimately, several crew members perish, secrets are exposed, and a few survivors return to Earth with the truth, while the evolved roaches and their mastermind remain at large.