When secret government installations are being invaded by mysterious unseen forces, the spies are sent to investigate. It seems that bugs have been trained by someone as part of a plot to destroy the earth. The only survivors will be the insects and their half-human, half-insect king Max Exterminus (Exterminus has been injecting himself with cockroach DNA). Of course, every king needs a queen, so Max Exterminus kidnaps Alex. In a b-story, Alex starts dating a somber goth guy.