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Off the coast of Alaska, oceanographer Emma MacNeil (Deborah Gibson) is studying the migration patterns of whales aboard an experimental submarine she took without permission from her employer. Meanwhile, a military helicopter drops experimental sonar transmitters into the water, causing a pod of whales to go out of control and start ramming a nearby glacier. In the chaos, the helicopter crashes into the glacier, and the combined damage breaks the glacier open, thawing two hibernating, prehistoric creatures. MacNeil narrowly avoids destruction as, unbeknownst to her, a giant shark and octopus are freed. Some time later, a drilling platform off the coast of Japan is attacked by the octopus, which has tentacles large enough to wrap around the entire structure. After returning to Point Dume, Calfornia, MacNeil investigates the corpse of a beached whale covered with bloody wounds; her employer (Mark Hengst) believe it to be from a tanker propeller, but MacNeil insists they appear to be from a creature: “There’s something big out there; something really big.” Later, she extracts what appears to be a shark’s tooth from one of the wounds. Elsewhere, the giant shark leaps thousands of feet from the ocean and attacks a commercial airplane, forcing it to crash into the water.
A review board convenes and fires MacNeil from the oceanographic institute for stealing the submarine. She brings the shark tooth to her old professor, former U.S. Navy pilot Lamar Sanders (Sean Lawlor), who believes it belonged to a Megalodon, the enormous species of shark believed to have become extinct 1.5 million years ago. The duo is visited by Dr. Seiji Shimada (Vic Chao), a Japanese scientist trying to determine what attacked the drilling platform. The three review a videotape recorded during MacNeil’s submarine voyage, a find images of both the Megalodon and a gigantic octopus. MacNeil reflects on the polar ice caps melting due to manmade global warming, and wonders if the creatures are mankind’s “comeuppance”. Meanwhile, a U.S. naval destroyer engages the Megalodon, but is destroyed after its missiles fail to destroy the shark. MacNeil, Sanders and Shimada are arrested by a team of soldiers and taken to government official Allan Baxter (Lorenzo Lamas), a rude and racist man who demands their help in destroying the creatures. The three agree to help, in exchange for the government trying to capture the creatures for study rather than destroy them. While working at a naval laboratory to develop a method for luring the creatures, MacNeil and Shimada become attracted to each other and make love in a utility closet; the incident makes them realize they can attract the creatures using pheromone chemicals.
MacNeil and Sanders agree to place a trap for the shark in the San Francisco bay while Shimada returns to Tokyo to attract the octopus. MacNeil and Sanders barely escape the shark after placing the trap with a mini-submarine. The plan fails, however, when the shark destroys a battleship sent by Baxter; the shark then resurfaces and bites a portion of the Golden Gate Bridge, killing thousands of civilians. Later, Shimada contacts the Americans and said the Japanese trap only succeeded in angering the octopus, which has escaped despite multiple artillery and missile hits. Baxter suggests using nuclear weapons against the creatures, which MacNeil, Sanders and Shimada strongly oppose due to the risk of marine devastation, coastal damage and human casualties. As an alternative, MacNeil suggests using the same pheromone traps to create a “Thrilla in Manila” by drawing the two creatures together and force them to fight each other to death. MacNeil, Sanders and Baxter are assigned to a submarine to find the shark and lure it to the North Pacific Ocean.
After a short search, the submarine brings both the shark and the octopus to an ice trench off the Alaskan coast, where MacNeil first encountered the creatures. Sanders himself ends up piloting the sub after the original pilot loses his nerve and pulls a gun on the captain (Dean Kreyling) before he is overtaken. The octopus and shark begin to fight, but they separate and the shark attacks the submarine, dragging it in its mouth. MacNeil, Sanders and Baxter man a mini-submarine and detach just as the shark bites the larger submarine in half, killing the rest of the crew. The shark nearly destroys the mini-submarine, but they are saved when a Japanese sub manned by Shimada fires torpedoes at it. The octopus entangles the Japanese submarine and nearly destroys it, but the sub is released after the octopus is attacked by the shark. The two creatures engage in a fierce battle, which ends with both being killed. The film ends with MacNeil, Sanders and Shimada deciding to visit the North Sea after receiving infrared images of mysterious organic life there.
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