A Florida real estate developer and her captain lure investors to a property in the Everglades called Dreamland Shores, under false pretenses that the swampland will soon be developed. After the group arrives on a small island, they find it has been overrun by giant mutated ants, brought on by the dumping of toxic waste in the area.

Nicolai Dalchimski, a mad KGB agent steals a notebook full of names of "sleeping" undercover KGB agents sent to the U.S. in the 1950's. These agents got their assignments under hypnosis, so they can't remember their missions until they're told a line of a Robert Frost poem. Dalchimski flees to the U.S. and starts phoning these agents who perform sabotage acts against military targets.