A cop and an FBI agent race for answers after law abiding people suddenly become violent criminals.

The alien criminal from the first movie is dead, but he left a few eggs which are hatching now. The good alien, who still inhabits Tom Beck's body, has been waiting just in case this happened. Unfortunately, his presence in the body has taken a terrible toll on it, draining it of life energy. Additionally relations with Beck's daughter Juliet (now a cop) have deteriorated. But when the killing starts again, they will need to work together to stop the new generation of aliens.

In 1935, after forty years in a West Virginia prison, three released convicts wish to open a legitimate business using the $25,000 earned in prison, but a crooked prison guard in cahoots with the town banker plans to defraud them.

A cop and an FBI agent race for answers after law abiding people suddenly become violent criminals.