Through the tattered remains of a post-apocalyptic civilization, Sgt. Cain and Dr. Bell make their way back from the Center for Disease Control. Their mission to find signs of human life a failure, they are returning to Mt. Bethel; the military research hospital from which they were sent. On their way back, Sgt. Cain and Dr. Bell encounter the remnants of humanity which, through an accidental release of a bio-chemical agent, have transformed into the undead-like "BIOPHAGES". However, they soon find that their biggest problem isn't the 'phages, but surviving together. Encounters with the occasional survivor, some friendly, some with ulterior motives, mark their journey while back at Mt. Bethel, Dr. Miller races to develop a cure. At the will of Dr. Miller, treachery and betrayal loom on the horizon as the two try to reach Mt. Bethel, and the final destiny of humanity.