At a press conference, Dr. Fujimoto futilely warns the governor that spraying pesticide to kill the medfly, which is destroying crops, will create insect mutations and accelerated growth.

Flashforward 13 years. Shannon and her parents have just moved to Mountview from the city. They are the new owners of a lodge on a lake.

Veronica and Steve are a young local couple who go for a late night dip in the lake. They are attacked by something in the lake which bites Veronica on the leg. The town doctor says it was not made by any animal she has ever known. The next morning Sheriff Carlson checks the lake and a large scarfish is caught. It is gutted and a large roach-like bug and larvae are found inside it. The doctor sends the bug to Fujimoto. He says it looks like a blatella - cockroach - but its genes are entirely different.

Meanwhile the bugs infest the town. First a bug crawls into a saxophone and kills a musician who is playing at the lodge, filling his head with larvae. Then two people at the movie theater are killed, eaten from the inside out by the bugs. The doctor thinks that the larvae need a warm blooded host to multiply and that they thrive in dark, moist areas.

Steve visits Veronica on his way to a date with Shannon. Veronica has asked him to stop by. Her face is all splotchy and bumpy and her leg is covered with large bumps and bubbles. Steve calls the hospital but before help arrives, she dies, larvae crawling out of her nose and eye sockets. The bugs also eat Shannon's parents. Even Dr. Fujimoto is killed when his bug experiences metamorphosis into an enormous killer bug.

A deputy calls General George to help. General George is an exterminator who runs wacky commercials for his business on TV. Declaring he is there to "Kick some bug ass!" he has Shannon and Steve accompany him up to a cave where he thinks the bugs are living. He finds and kills a ton of them. Just as he is about to kill mounds of bug eggs, Sheriff Carlson stops them, revealing he has protected the bugs because he wanted to create a panic throughout town so he could buy land cheaply. The Sheriff shoots and kills Steve. The gigantic mother bug suddenly appears and kills the Sheriff. General George unsuccessfully tries to kill the giant bug, even getting into a fistfight with it. He eventually uses a bazooka to kill it.

Shannon doesn't wait long to leave town. As she drives out of town a giant bug leg reaches through her car window. She screams as the screen fades to black.

This film is billed as a sci-fi comedy. The first two-thirds of the movie is primarily done seriously with some very lame jokes peppered throughout the dialogue. The final part of the film moves into zany comedy with some serious moments (i.e.- Steve being shot and killed) thrown in. The mixture doesn't work overall. It worked for Arachnophobia, the movie this emulates, because the humor didn't go over-the-top like it does here. It should have taken either a serious sci-fi thriller slant or gone totally wacky. The plot twist at the end regarding the Sheriff's plan is way too far-fetched. And the CGI effects of the giant bug are really quite bad. One wonders if this was turned into a comedy because of how silly the giant bug looks.

George Takei of Star Trek fame plays a wonderfully hammy Dr. Fujimoto. James Doohan, also of Star Trek fame, does a great job as Sheriff Carlson. Katherine Heigl give a good performance as Shannon as does Brenda Doumani as Dr. Laurie Casey. Ms. Doumani also sings the end credit song and is the spouse of director Lorenzo Doumani. Fun cameos are made by Bernie Kopell as Shannon's father and "Downtown" Julie Brown as an obnoxious reporter from FU2 News (fair representation of what passes as humor in this film). Randy Quaid is completely over-the-top zany as General George - he is totally committed to playing his nutty character and is fun to watch.

Meredith plays Veronica Hart, the town "bimbo", as a three-dimensional character. In her "skinny-dipping" scene with Steve (she is actually in bra and panties) she is sexy, flirtatious, and naughty. She does an excellent acting job when the doctor is treating her for the bite. Veronica hates needles and she grimaces and accurately conveys the discomfort we all go through as she gets a shot. When Veronica catches Steve flirting with Shannon, she becomes very possessive and bitchy. She tells him that she is the only one for him…"I'm like honey and you're my Mr. Bumblebee. We're just so sweet together." And then, more to convince herself of her self worth, she tells him "I know you want me - every man wants me."

Meredith does an amazing scene when she goes to visit Steve at the gas station, knowing she has lost him to Shannon. But she is a woman who gets what she wants and she intends to have Steve. She tells him that Shannon looks ordinary but if that's what he wants, she "could look more ordinary but I can't do much about these (indicating her spectacular breasts). Although…no one's ever wanted me to…" She tells Steve, "I cook, I clean, I make love real good. What else is there?" Steve is still not interested. Meredith then delivers the line that reveals a deep layer of the real Veronica: "I don't want to be alone." For a moment her lack of self-esteem -her vulnerability- is shown. Then she immediately puts up her defensive wall, gives Steve a 'to hell with you' wave and drives off.

When Veronica is becoming disfigured, Meredith does a fantastic job of showing her fear, not just of what is happening but also for being seen as less than the perfect beauty she is. Her vanity is more important than her life. She brushes it off as probably "just a 24 hour bug", in one of the film's typically bad puns. But even as she lies dead on the floor with larvae crawling from her nostrils, she is still a stunning beauty…ah…well…. No, even a Meredith fan has to draw the line there!