A virus has broken out in New York city called Strikler’s disease. It’s spread by cockroaches and hundreds of children have died from it. The CDC hires entomologist Dr. Susan Tyler (Mira Sorvino) who creates a new bug, the judas breed, and releases it into the sewers to infect and kill off the cockroaches. It works.

Three years later, a couple of kids bring an unusual bug to Dr. Taylor. When she examines it she’s shocked to discover that it’s one of her judas bugs. She designed the bugs to be all female and believed that they should have all died out by now. They haven’t.

Meanwhile a large cloaked figure grabs a priest from the subway. Dr. Taylor, her husband, his assistant and an officer go looking for more bugs in the subway tunnels. Dr. Taylor soon discovers that the judas breed have evolved and are now human sized and can mimic their appearances to look human. She needs to kill her creations before things get worse.

This was Guillermo del Toro’s first Hollywood film and it was his worst filmmaking experience in his life. Producer Bob Weinstein hated del Toro and took away control and final cut of the film from him. Del Toro would years later release a director’s cut which wasn’t really his final vision but as close as he could get with what was shot.