Believed to be responsible for a series of murders, Aaron Boone hears of a wonderful place called Midian; a place where a race of supernatural beings live, isolated from the inhumanities of man. In a bid to escape the unjust world, Boone discovers this underground Necropolis, hoping to be accepted as one of these creatures, the `Breed'. However, this ambition becomes fulfilled in a nightmarish fashion, as he gets bitten by Peloquin, a cannibalistic Breed member, and thus undergoes an incredible transformation. Unwittingly, Boone leads the police department to Midian. In a civilsation where everything that is different must be destroyed, these`Sons Of The Free' mount an enormous attack upon the underground city, aided by `The Mask', the true serial killer whom Boone had been mistaken for. Will Boone have caused the downfall of the nightbreed, or can he become their saviour?