A disease carried by common cockroaches is killing Manhattan children. In an effort to stop the epidemic an entomologist, Susan Tyler, creates a mutant breed of insect that secretes a fluid to kill the roaches. This mutant breed was engineered to die after one generation, but three years later Susan finds out that the species has survived and evolved into a large, gruesome monster that can mimic human form.

Detective Klaski investigates the death and mutilation of three men and soon crosses paths with Remy, an entomologist. Soon, he discovers that she is being stalked by a giant shape-shifting insect who is bent on taking over New York.

A man enclosed in a plastic bubble, his sister, and their best friend must defend an apartment complex from the mutant Judas Breed insects.