Three years after creating the Judas breed - a new species of insect - in order to wipe out plague-carrying cockroaches, Dr Susan Tyler (Mira Sorvino) worries that the breed may have evolved. Along with her husband Peter (Jeremy Northam) and their assistant Josh (Josh Brolin), they travel the subways looking for Judas specimens. Meanwhile, 8-year-old Chuy disappears after investigating shadowy figures at the local chapel, and his grandfather Manny sets out to track him down. Both Manny and Susan make a terrible discovery - the Judas insects have developed the ability to take on human form, and are now set to destroy mankind.