Having helped devise the effects for the Paul Verhoeven original, Phil Tippett was entrusted with the direction of this disappointing sequel. Dispensing with Verhoeven's dark humour, it follows the stand-off between the Troopers and the planet-seizing arachnids. However, budget limitations clearly have an impact on the storyline, as both tension and creature sequences are at a premium. Instead, the aliens infiltrate themselves into humans who begin to behave increasingly erratically. But it's only after macho captain Richard Burgi and psychic private Colleen Porch have given these "hosts" sanctuary that they begin to suspect the worst.

In the sequel to Paul Verhoeven's loved/reviled sci-fi film, a group of troopers taking refuge in an abandoned outpost after fighting alien bugs, failing to realize that more danger lays in wait.