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JOHN MARTENSE (Blake Bailey) has just been released from prison after serving five years for a crime he didn't commit. John wants to stay as far away from the wrong side of the law as he can ... but family ties won't let him. John gets a message to see SPECS (Vincent Schiavelli), an old friend and undertaker with a taste for larceny. Specs gives John a of a cemetery where a corpse stuffed with a half a million dollars has been buried. John's her stole the money with his psychotic partner BENNETT (Jon Finch) but hid the body, leaving it as a family legacy for his son to dig up. John reluctantly takes off for Leffertt's Corners, a small town with a terrible secret. For years the Corners have been torn apart - the people devoured by a race of cannibalistic genetic freaks living in the tunnels below the cemetery. Thunderstorms bring the creatures out - to feed. John finds the cemetery next to an old church. He barely sets foot in the graveyard when he's stopped by CATHRYN (Ashley Rae Lauren), a beautiful girl with a .45 automatic in her hand. Cathryn's laced the cemetery with dynamite and armed herself to destroy the creatures' nest once and for all...and tonight John's in the way. Cathryn forces John into the church where DR. HAGGIS (Jeffrey Combs), HER POOLE (Paul Mantee) and BETH (Luana Stoica) ready themselves for bloody battle with the monsters. As a storm approaches, and Cathryn is about to blow up the nest, Bennett arrives with his goons to take the group hostage and recl the buried money. Can the two groups band together and overcome ""The Lurking Fear"" ... or will they be the next victims?