Killer bees migrate to the United States from Africa via South America in this disaster film produced and directed by the genre's chief architect, Irwin Allen, and written by Stirling Silliphant, scribe of . Haughty entomologist Brad Crane (Michael Caine) shows up at a secret military base full of dead soldiers, shocking the attendant General Slater (Richard Widmark). Crane announces that the soldiers are the victims of killer bees with amazingly potent venom; he's been tracking huge swarms of the things and fears they'll kill millions before they're through. Eventually, the president asks Crane to lead the battle against the killer insects and he assembles a team of crack scientists. Meanwhile, the bees overpower a family picnic in nearby Marysville; only the son, Paul (Christian Juttner), escapes with his life. Crane and military physician Helena Anderson (Katherine Ross) head to Marysville to warn the populace about the impending danger. Among the citizens in the direct path of the bees are schoolmarm Maureen Schuster (Olivia de Havilland) and her competing suitors, Felix (Ben Johnson) and Clarence (Fred MacMurray). Eventually, the bees stage a massacre in Marysville and then set their sights on Houston. Neither pesticides, firebombing, nor the heroic sacrifice of scientist Dr. Krim (Henry Fonda) seems to offer a solution for the impending disaster. Universally reviled by critics, failed to continue Allen's winning streak at the box office. Caine would re-team with his director the following year for .