Life has become one big trap for 32-year-old Willard Stiles. Haunted by the ghost of his dead father, psychologically suffocated by his mother and ridiculed by his co-workers, Willard (Crispin Glover) makes an eerie discovery: he shares a powerful bond with the rats that dwell in his basement. Suddenly, Willard has friends--hundreds of them. But a storm is brewing, and when tragedy strikes, an unstoppable tide of hungry, merciless rats rampage, seeking vengeance for their friend, Willard.