In a dark dingy motel room, Dave and Nancy were getting ready to rob the First National Bank. Members of the infamous Black Widows Motorcycle Gang were preparing for their annual two-week ride-a-thon camping trip. A family was quickly packing for their two-week camping vacation. And top-secret military base was on red alert--code red--due to the incoming solar disturbance. Then a large red eye turned on. The M-5 search-and-destroy robot had been activated.

It would be a fight for survival from the nightmarish transformations that would all converge in a desolate, isolated state park in the middle of nowhere.