Willard has been picked on and pushed around his whole life and is a twentysomething man who still lives at home with his nagging mother. He works at a shipping company for a stern, authoritarian supervisor. When Willard becomes fascinated with a hidden nest of rats living in his decrepit home, they become both his friends and his aggressors. He sics them upon anyone who crosses his path. But one rat, Ben, isn't so amenable to Willard's orders, and a horrifying test of wills begins.