Horror sequel directed by Phil Karlson and starring Lee Montgomery, Meredith Baxter and Rosemary Murphy. Ben, the leader of a group of rats, is taken in by sickly young boy Danny (Montgomery) while his colony amasses beneath the ground. Despite reports circulating of people being attacked by swarms of rats, Danny, whose life is on a timer thanks to a serious heart condition, soon begins to form a strong bond with Ben. However, Ben soon finds himself in grave danger as the police start hunting down the rest of his colony which has turned violent and begun terrorising the rest of the town's residents.