After graduating from high school, Rico (Casper Van Dien) joined the Mechanized Infantry Academy against his father's will, encouraged by his girlfriend Carmen (Denise Richards), who also joined the Naval Academy. Not long after they joined the training, the earth was attacked by insects from alien planets. Rico's relatives were killed, and Carmen sent the captured images to Rico. Rico, filled with grief and anger, led his men to fight against alien insects. However, the army underestimated the strength of these insects. In an encounter, 100,000 troops were killed, leaving only Rico, Carmen and a few others to escape. Rico witnessed the horrific killing scene with his own eyes, and accidentally learned the secret of how these insects became so smart and powerful. Rico realized that more advanced weapons must be made to deal with these insects, and the human counterattack began!