When workers begin disappearing in a Namibian mine, Dr. Zack Straker and a search team are sent into the desert to find out why the geologists of a diamond expedition have lost radio contact. They arrive at the scientist's camp in the desert, but soon find the neatly gnawed bones of their colleagues and a trail that leads them to a strange rock formation. Soon it becomes clear that there is a murderous beast on the loose.
The researchers decided to investigate the structure, but in the gathering darkness, sheer hell breaks loose as the creature, composed of a swarm of ant-like insects wrapped around the bones of its victims, hunts them for their bones. A game of cat and mouse continues through the desert, with the team being slowly picked off and the bug and bone monster eventually being chased down in a derelict mine.
Zack finds it hard to decide to kill the yellow queen brain that controls the swarm that has killed dozens of people, but he eventually does so. Suddenly, the derelict mine structure starts to fall down, leaving Zack and Mikki to run back to the truck - where they find they are now the only survivors of the team. The film ends with Mikki driving into the distance, apparently oblivious that a box loaded into her taxi contains another queen brain.
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