In the 21st century, overpopulation has become an unsolvable problem, so humanity makes a plan to emigrate to Mars. However since the red planet isn’t suitable for human life yet, first they need to terraform it, so they start by sending moss and other simple life forms like cockroaches. Years later in 2597, criminals Komachi and Nanao are desperately running through the streets of Tokyo because the police are after them.
They try to make a few twists and turns, but unfortunately the cops soon surround them. At that moment, a flying car lands in front of them carrying Doctor Honda, who is watching his own presentation on how they need to exterminate the roaches before they can live on Mars. His assistant points out that Komachi and Nanao are being chased for suspicion of second-degree murder so they’re the perfect candidates for their project.
Honda approaches the couple and takes them to his lab to make an offer: if they go to Mars to clean up all the cockroaches, they’ll be paid well and their crimes will be forgotten. The catch is that they’ll have to go through a risky surgery first. Komachi at first refuses because he doesn’t trust Honda, but Nanao immediately signs up, so Komachi accepts to join to be with her.
Two years later, Nanao and Komachi are flying to Mars with a whole crew in a spaceship called BUGS2. Jin is eager to work out and asks Komachi for a spar. The match ends in a tie but Jin says he went easy on an amateur, then he tries to hit on Nanao.
She turns him down, saying Komachi freed her, but Ichiro laughs at the idea of this counting as freedom. While Lee is eating bugs, Tezuka creepily approaches an asleep Maria and startles her awake by sucking her hand, so Maria runs to her friend Osako for support. As the women walk by, Toramaru and Yoshikane stare at their bodies so Asuka calls them out on it.
Then Nanao notices something about the crew: Toramaru and Yoshikane are yakuza, Asuka is a dirty cop, Tezuka is a serial killer, Maria is an illegal immigrant, Osako puts teenagers to do naughty work, Ichiro is a hacker, and Lee is a terrorist. Considering how she and Komachi were selected, she wonders if Honda only hires criminals. However Jin says he’s just a kickboxer and most likely they were chosen because they’re all in desperate need of money.
At that moment, Captain Dojima and Lieutenant Mina send everyone to their positions because they’re about to arrive. The landing goes smoothly and when they look out they notice Mars isn’t red anymore, it looks like Earth thanks to the terraforming process. Mina launches a device with a powerful chemical that will kill the roaches and Dojima splits the group to explore the area and check the eradication process is working.
When Asuka is paired up with Yoshikane, she tells Dojima she refuses to work with a yakuza and asks to team up with Ichiro instead. Yoshikane is insulted, but Dojima accepts the change to avoid conflict. After the crew leaves, Dojima sends out a drone that finds BUGS1, a probe sent by Japan in secret ten years ago.
The captain contacts Honda to show him the probe and tells him things are going well so far, so Honda gets excited because if the mission is a success then he’ll have the technology to control the world. Meanwhile the different teams are already exploring, and Jin thinks it’s strange they haven’t found a single dead roach yet. He and Maria keep moving but when they walk around some rocks, they receive the shocks of their lives: there are three strange creatures carrying clubs standing nearby.
The duo immediately hides, feeling confused because they weren’t told anything about possible Martians. Not far from there, Komachi and Nanao also find one of these creatures. Komachi tries communicating with it, but suddenly the creature attacks Nanao and snaps her neck.
After dropping the body, it runs away at a high speed. At that moment Jin finds them and informs them the creatures also killed Asuka. The whole crew rushes back to the ship and after leaving Nanao’s body in the medical bay, they confront Dojima, who knew the truth all along.
Humanity sent the roaches to Mars five hundred years ago, and during all the time they’ve been evolving at rapid speed thanks to the radiation from space and other extreme conditions. The creatures the crew saw are indeed the roaches, which now are stronger than humans and the government called them “terrra formars”. The crew is angry over being deceived, but at that moment Honda shows up in the form of a hologram.
He reminds everyone that they sold themselves for money and that they had surgery before coming, which wasn’t done just so they could breathe on Mars. It turns out that the procedure put bug DNA in their genes that will give them superpowers to complete the mission. After telling everyone to fight the roaches, the hologram disappears.
Afterward Dojima explains that to activate the powers, they must inject themselves with the bug cell activator. The body will mutate, but it’ll only last a few minutes and they’ll return to normal as long as they don’t overuse it - if they do, they’ll die. Dojima sends all the information to the crew’s suits, which connects directly to their minds, and Tezuka thinks this sounds like fun.
The rest of the crew isn’t happy and Mina wants to know why Dojima didn’t say anything, so he explains he had orders to keep it confidential. Some crew members want to go back to Earth, but at that moment, the computer alerts them that the roaches are approaching the ship. Lee volunteers to go out and fight them, saying once they’re done here they can go back and use their new powers to get revenge on the government.
While Lee goes out, the others learn that he fought in the Mid-east and was nicknamed the Immortal God Lee, so roaches should be nothing to him after surviving that. Once outside, Lee injects himself with the activator, which gives him the powers of a Bombardier Beetle. This bug mixes chemicals to create a small jet that simulates a flame thrower.
Lee’s body mutates into a mix of human and beetle and then starts fighting a roach, exchanging hits with the same speed and strength as the creature. Since the roach won’t go down, Lee uses his new power and shoots powerful flames at the creature, heavily burning it. At first it looks like he won, but soon the roach recovers and quickly kills Lee.
At the same time, another cockroach jumps on top of the spaceship and starts hitting the ultra-tempered glass with its head to break it. Then it comes inside and immediately kills two crew members, so Dojima takes his injection and gets the genes of the Paraponera Ant from South America. This bug can lift 100 times its own weight and has a stinger so painful that it feels like a bullet.
Thanks to this strength, Dojima easily smashes the cockroach onto the floor, killing it. Unfortunately the computer detects a whole hoard of cockroaches approaching the ship. Osako wonders why the roaches want to kill them and Maria explains it’s because they want to kill them too as she remembers the first she saw a roach and killed it just because.
Most of the crew wants to go back to earth, however Mina discovers that the control panel is dead and the backup system doesn’t work either. Dojima quickly comes up with a plan: the team will go to the BUGS1 and bring all the necessary parts to fix BUGS2 while he stays to fight the roaches. By using the dead creature’s pheromones he’ll attract all the other roaches so the team can travel safely.
Some men want to stay and help the captain, but Ichiro tells them to leave because he’ll be the one to stay. As the roaches begin climbing the ship, the team makes their way out but Komachi first stops to visit Nanao, promising he’ll come back for her. Before leaving, he notices some weird strings coming out of her mouth.
The team gets inside the rover, and because it will have to travel through a hoard of roaches, Tezuka volunteers to fight. He takes his injection and gets the DNA of the Rove Beetle, who can shoot out projectiles of gas at an enemy to then escape at great speed. When Mina opens the door, there are tons of roaches waiting, so Tezuka gets on the vehicle’s roof and shoots gas at them, opening the way for the rover to escape safely.
Back on the ship, Ichiro gets his injection and transforms just in time for the roaches to break in. However while Dojima fights, Ichiro runs to hide. More and more roaches keep on coming and as Dojima keeps on fighting, he remembers the day Honda recruited him.
Back then Dojima almost ruined his career by punching a superior, but Honda offered him to be a captain again in exchange for bringing back an egg from Mars. Eventually the roaches are too many to fight, so Ichiro seals the whole ship, crushing a few roaches with the closing door. Then he vacuums out the oxygen inside the ship, so all the cockroaches inside soon die of suffocation.
There are a few that manage to keep up the fight and Dojima never stops going against them, but eventually the lack of air knocks him and Ichiro out as well. Meanwhile Jin asks Komachi about his relationship with Nanao and Komachi thinks about what happened the day they were recruited. After losing her mother, Nanao became a victim of her stepfather’s abuse, who made her offer naughty services for money.
One evening Komachi found him hitting Nanao and came to her rescue, easily disarming the guy and landing two good hits. The man didn’t care because Nanao was still legally his, but while he was distracted, Nanao grabbed the knife he dropped and stabbed him. Wanting to protect his girlfriend, Komachi quickly took the knife from her and stabbed the man multiple times to make it look like he did it.
Back in the present, Komachi asks Jin why he came to Mars, and Jin explains he has nothing left because his only friend died of an illness. At that moment, the team inside the rover sees something massive approaching them, almost like a huge tsunami, but it’s actually a massive wave of cockroaches. Mina pushes the rover through the wave as Tezuka continues to shoot gas, causing lots of roaches to get smashed against the windows.
The rover safely makes it through and they celebrate, but unfortunately they then see a second and bigger wave coming. Since Tezuka won’t be able to handle this one alone, Maria and Osako take their injections to transform as well. Osako gets the powers of the Hardshell Weevil from Okinawa, which has a shell so hard that not even an elephant can crush it.
Maria is a Rainbow Stag Beetle, who has an incredible camouflage shell that deceives the enemy. Once they’re mutated, both women join Tezuka on the roof and act as a shield for him. This helps the rover go through, but after crossing the wave, the vehicle flips and crashes, knocking everyone inside out and tossing the trio to the ground.
Suddenly the rover turns on the autopilot on its own and drives away, leaving the trio behind. The roaches soon surround them and in just a matter of seconds kill all three of them without mercy. Moments later, the team wakes up and discovers they’re at the BUGS1, unaware that there’s a drone watching them nearby.
Toramaru and Yoshikane stay outside to guard the entrance while the others enter the ship to investigate, but when Mina tries to run a diagnostic, they’re shocked to discover the ship’s computer is transmitting data to someone on Earth. At that moment, they hear gunshots and run outside only to discover Yoshikane and Toramaru have been killed. Yoshikane was a Diving Beetle and Toramaru a Mole Cricket, but they never got to use their abilities to search underwater and underground.
Suddenly a bunch of roaches come out of hiding, revealing they know how to use the weaponry they took from the BUGS1. Back to the group, Komachi decides they must fight and takes an injection to mutate into the Asian Giant Hornet from Japan, which is the bug with the highest annual accidental deaths. It attacks without warning and unlike bees, it can sting repeatedly.
With these powers, Komachi easily punches holes through the roaches’ bodies, killing them without breaking a sweat. Soon Jin decides to help and takes the injection to become a Migratory Locust, which has the most powerful legs in the bug world, capable of jumping up to ninety stories high. As he kills roaches with perfectly landed kicks, Mina transforms into the Giant Asian Mantis, which has sickle-shaped legs that slice through everything.
Working together, they manage to kill all the roaches, but as the fog clears they’re shocked to see a pyramid nearby. In the meantime, there’s a roach watching the BUGS2 from afar. Suddenly it reveals it can speak and has a phone, which it uses to call Honda and tell him everything is going to plan.
Honda advises it to stay away from Komachi if he transforms because his bug is vicious. After hanging up, the cockroach goes inside the ship and activates the oxygen again before pointing a gun at Dojima, calling him captain. When Dojima wonders what’s going on, the creature’s body splits in two and shows a mutated Asuka inside.
She’s an Emerald Cockroach Wasp, whose stinger allows it to control roaches’ minds. When she was about to get killed, she manipulated the creatures and made them fight each other. It turns out both Asuka and Ichiro have been working for Honda in secret all along.
Asuka proceeds to kill Dojima and then throws some water at Ichiro, whose mutations come from the Sleeping Chironomid from Central Africa. This bug never dies because when it’s in danger, it enters a state of stasis, and it only needs water to wake up. Once Ichiro is awake, he and Asuka check on the egg that they must retrieve for Honda, which is a second-generation roach.
While Ichiro works on reactivating the ship, Nanao’s body in continues to release lots of that white string. The activation of BUG2 is seen by Komachi and the others right before the drone reveals itself, which is being controlled by Honda. He thanks the trio for all the battle data he’s gathered and reveals Ichiro was the one to sabotage the ship.
After telling them about Dojima’s death, Honda explains that the pod from BUG1 did return to Earth and brought a roach head with it. He approached the government to offer the possibility of using the roaches as super soldiers and got permission to experiment with criminals because regular astronauts had morals. The real mission has always been to recover the egg, not to kill the roaches.
The pyramid they saw is explained by genetic memory, and roaches are aliens that used humanity before moving to Mars directed by those genes. At that moment, Ichiro gets ready to leave as he begins remembering why he accepted his mission. He had lots of siblings and a sick mother, but they lived in poverty.
Ichiro had been working on important research that he could sell with his professor’s recommendation later and be rich. Unfortunately the professor set Ichiro up to make it look like he attacked a coworker, so he was expelled. On the other hand, Asuka joined the project for the power.
Suddenly the egg starts to hatch early, giving birth to two cockroaches. Asuka tries to use her power to control them, but it doesn’t work because this second generation is even more evolved. As BUGS2 takes off, the creatures easily kill Asuka and call the other roaches for help.
Soon all the cockroaches on the ground release their wings and fly to the ship, causing it to malfunction. As an engine explodes, the roaches inside attack Ichiro, who quickly injects himself to enter the stasis state. After lots of shaking, BUGS2 crashes near BUGS1 and the roaches attack the trio, who quickly transform to fight back.
At first it goes well, but then the evolved roaches from the egg join the battle, hitting much more faster and strongly. Mina soon gets killed with her own arm, so Jin injects himself with a second dose that makes him look more bug-like. Komachi does the same and now the fight is more fair, allowing both men to kill lots of roaches faster.
Jin decides to take a third dose and develops wings, which allows him to fight roaches in the sky and smash them against the ship. Unfortunately the roaches keep coming and the guys are getting tired. Ignoring Komachi’s warnings, Jin takes more doses, which won’t allow him to become human again later.
He attacks one of the evolved roaches and stabs its stomach with a leg, then beheads it with a kick. However he’s also reached his limit so he falls exhausted to the ground. Komachi rushes to protect Jin’s body, but the other evolved roach grabs his stingers and breaks them both, so now Komachi’s punches don’t do anything.
When it seems it’s all over, suddenly a magical glowing creature appears flying towards them and begins spreading a glowing dust all over the area. It turns out this is Nanao, who has transformed into a Silkworm Moth. She has the power to set fire to powdery moth scales, which will soon create a dust explosion.
Jin points out this is a sacrifice to save them, so Komachi tries to beg Nanao not to do it to the point he develops wings and starts flying to her. At that moment, a cockroach fires at him and triggers the dust, causing a massive explosion. As all the roaches begin to die, Jin flies up and saves Komachi just in time but Nanao dies again.
The explosion also makes BUGS1 shake and a glass of water falls on Ichiro’s face, waking him up. There’s a roach behind him that is about to attack, but Ichiro remembers the promise he made to his mother and viciously kills the creature to survive. Eventually Jin can’t fly anymore and both men fall to the ground.
When Komachi wakes up, he sees Jin has completely turned into an insect, but he can still talk. Jin tells Komachi to go to Earth without him and survive to honor Nanao’s sacrifice. At that moment, Komachi sees there are a few roaches that survived, including an evolved one, but they’re pretty weak.
Komachi punches the evolved cockroach but instead of killing it, he decides to let it go. Afterward Komachi enters the ship and discovers Ichiro is still alive. He calls him a traitor and tries to attack him, but Ichiro takes out a gun and kills a roach that is about to kill Komachi.
Reaching a truce, the duo finds the escape pod and flies back to Earth. The cockroaches want to go after them, but the evolved one stops them. Meanwhile on Earth, Honda notices that Ichiro has hacked into his system to broadcast the truth to the whole world.
However Honda doesn’t care, he’ll just go into hiding for a while and then find another government to sell his idea to. His assistant suddenly reveals she’s been working for the Japanese government all along and tries to shoot him, but Honda has a protective barrier that stops the bullet. Then he throws a mechanical spider that kills her.
In the spaceship, Ichiro swears to expose everyone involved in the mission while Komachi says that he will make graves for their crew and then come back to Mars.