With Mimic, Mexican director Guillermo Del Toro (Cronos) takes a silly B-movie idea (giant, mutant insects taking over New York) and almost makes it work.

As the film begins, Manhattan's children are being killed in the hundreds by an incurable disease spread by roaches. Out of desperation, Dr. Peter Mann (Jeremy Northam from Emma) from the Centers for Disease Control recruits Susan Tyler (Mira Sorvino), an entomologist with an unusual solution. She genetically engineers a new race of insects called "The Judas Breed." The new insects are designed to subdue the roaches and die out once the outbreak has ended.

Three years later, Mann and Tyler have tied the knot. The disease is gone, but the Judas Breed aren't. During that time, they've evolved into giant but stealthy beasts that slowly take over the subway tunnels so they can strike at unknowing people on the surface. They also have the capability of eliminating humans the way they defeated roaches.

If the premise sounds like another tired "Don't mess with Mother Nature" tirade, it is. Nonetheless, Del Toro's sincere and stylish approach makes it palatable. The Gothic, dimly-lit visual style he brought to Cronos gives the movie a lot more chills than it's entitled to. The creatures are hidden in the shadows and are seen only gradually, making them even creepier. It doesn't hurt to have an ideal setting, either (the subways of New York are frightening without a bunch of giant bugs crawling around).

Del Toro also makes good use of a seemingly overqualified cast, which includes Charles S. Dutton, Giancarlo Giannini (A Walk in the Clouds), and F. Murray Abraham. If large portions of the film are dominated by the creatures, Del Torro does add hints of something more. In the brief scenes Northam and Sorvino share before the bugs take over the movie, Del Toro gives hints that their marriage is strained. In fact, the movie is a good showcase for Sorvino. While she's been typecast as an air-headed bimbo in movies like Mighty Aphrodite and Romy and Michelle's High School Reunion, she's a Harvard graduate with a degree in East Asian studies. In Mimic, it's refreshing to see her play a character who's almost as smart as she is. Sorvino also has a strong screen presence and effortlessly transforms from a repentant Dr. Frankenstein to a mutant buster who'd make Sigourney Weaver proud.

It's a shame Sorvino couldn't do anything about the plot. If you've seen just about any 50's monster movie or have rented Aliens in the past few years, you can guess who's going to be bug bait. While the script credited to Del Toro and Matthew Robbins does feature some snappy dialogue (courtesy of indie stalwarts John Sayles and Steven Soderbergh) and some interesting creature details, the story line is free of suspense. While the bugs are creepy, the movie would be far scarier if we really weren't sure what the bugs were up to. A ridiculous subplot involving an autistic kid (Alexander Goodwin) doesn't help.

As it stands, Del Toro has made a B-movie that is more entertaining than most. One can only speculate what would happen if he had applied his skills to something more substantial ( R ). Rating: 6.

Capsule Review: Mimic features a great cast (Mira Sorvino, Jeremy Northam, Charles S. Dutton, etc.), scary giant bugs, impressive special effects, stylish direction by Guillermo Del Toro (Cronos), and a creaky plot that has not evolved since the stone age. It's solid, but it would have been a lot more fun if it weren't so predictable ( R ). Rating: 6.