Michael Stevens is a police officer in Houston, Texas. He one day discovers, while investigating a truck accident which plunged into a river, that the animals and insects infected have mutated, and, are growing bigger everytime they eat. The next day, he is awakened by a huge explosion. When he gets outside, he finds that his wife and two boys have crashed, and are being attacked by a giant Praying Mantis. Michael saves his two sons, but, his wife is killed in another explosion. Just then, four more police cars arrive, but, Michael flees in his Jeep. When he reaches downtown, he sees giant insects on the prowl, killing humans and destroying things everywhere. He gathers his sons, and drops them off in a restaurant. He then runs outside, but, a giant tarantula stops him in his tracks. The tarantula leaps at him while his sons are watching form inside the restaurant. The tarantula misses, but, Michael shoots it's abdomen, releasing a dozen baby spiders that were ready to hatch. Michael is overhwelmed, and killed before he can even pull the trigger on his gun. Just then, the military shows up, and, an officer takes his two orphaned sons and they flee in a Hummer. When they reach the beach, they see a giant Centipede attacking people. Just then, military Humvees attack the giant centipede, and it drops dead in a matter of seconds. After that, the officer, namely David, gets the two boys, and brings them over to a nearby woman that he recognizes. He asks if the woman would raise the boys since both of their parents are dead, and she agrees. But, just as David is walking away, a giant worm swallows him up as it comes out of the sand. The woman, namely Maria, takes the boys up along with her three kids, and they hop in her car, and drive away. When they reach her house, it is now lunch time, but, before she can get the kids inside for lunch and to settle them down, a huge explosion occurs way in the distance. Loud shrieks from the insects are heard very distinctively. Maria then brings the kids in, but, she looks back at the huge smoke plume, and, her son notices her, but, after he asks her if she's coming in, she heistates and is crushed by a Praying Mantis leg, as her son Brian watches. Whether or not the leg came from the same Praying Mantis that killed Michael's wife in the beginning is unknown.