Eddie - people are dying. We need guns!

The film picks up immediately after the events of AVP A smaller ship is dispatched from the large clan ship seen in the first film. This smaller ship contains the Predator ("Scar") who had been impregnated by a Facehugger and killed by an Alien Queen. He gives birth to a Predburster, which quickly grows into the Predalien and begins a killing spree through the vessel. A Predator attempts to kill it with his plasma caster and inadvertently shoots a hole through the ship's hull, causing it to crash in the forests outside of Colorado. The Predator who caused the crash landing survives and activates a distress signal, but is immediately killed by the Predalien. A boy and his father who are hunting deer see the crash and go to investigate. Both discover the wreckage of the ship and are shortly impregnated by Facehuggers that escaped from the damaged vessel.

The distress signal reaches the Predator homeworld, contacting a veteran hunter, ("Wolf"). He sees a recording from the Predator's mask who caused the ship to crash-land. Wolf watches how the Predalien killed crew members, the ship's crash, and knows Aliens are loose on Earth. He prepares his gear, selects a mask, and departs.

Meanwhile, ex-con Dallas Howard has returned to Gunnison after time served in prison. He is greeted by the town's sheriff, Eddie Morales. Ricky Howard, a local high school student who is Dallas' brother, is jumped by bullies after delivering a pizza to his love interest Jesse.One of the attackers was Jesse's boyfriend Dale, who takes Ricky's keys and throws them into the sewer drain, forcing Ricky and his brother Dallas to look for them in the sewers. Ricky catches sight of a Chestburster and both leave rattled after hearing a series of hisses and screeching. At this point, the hunting pair give birth to their Chestbursters and a few more Facehuggers impregnate several homeless people in the sewers. Kelly O'Brien comes home after serving her time in the U.S. Army, to an estranged daughter and waiting husband.

Wolf's ship arrives mere hours after the distress signal is received. He is tasked with eliminating the Aliens and destroying any evidence of the incident. Inside he finds no survivors and momentarily mourns the body of a fellow Predator. He then takes whatever equipment left in the ship that he can carry and detonates the ship to eliminate evidence. Among the salvaged equipment, is a vial of blue, extremely corrosive liquid used to erase biological traces of Aliens and their victims. The local community searches in earnest for the father/son hunting pair, which Wolf manages to find first. He immediately uses the vial to remove evidence of the hunting pair. An officer comes across him just as this happens, and flees once he is discovered. Wolf kills him, skins him and ties him to a tree top, to be found the next morning by Sheriff Morales.

Wolf locates the nearest area of possible contamination, the city sewer near the forest. He is ambushed by several Aliens, and after a brief fight in which Wolf encounters the Predalien (apparently the dominant Alien of the infestation), the Aliens spread throughout the city through a hole in the sewers leading up into the streets, starting a rampage that eventually leads to the nearby power plant, forcing the city into darkness.

After barely escaping the local swimming pool with their lives, Ricky, Jesse and Dale manage to meet up with Eddie and Dallas. They head to a sporting shop for weapons, contacting the incoming National Guard; within minutes, however, the entire force is eliminated. Kelly, having lost her husband and barely escaping an Alien, arrives with her daughter Molly. They are forced to flee when Wolf arrives, attempting to destroy as many Aliens as he can. Dale is killed when a dead Alien's acidic blood burns through his face. Wolf's shoulder cannons are damaged in the attack, but he is able to modify one into a makeshift plasma pistol.

Meanwhile, as the small group attempts to escape the town, they make contact with Colonel Stevens, who radios that air evacuation will arrive at the town's center within half an hour. Kelly is unconvinced that there will be a rescue, as the town's center is a prime position to keep the infestation focused on the survivors, where a nuke could be dropped. Eddie breaks from the group to join a small collection of fighting survivors who plan to wait at the center of town, while the remainder of them make for the hospital, believed to have a helicopter. Unknown to them, the hospital is under attack and has become a hive for the infestation - the Predalien's ability to inject embryos into females allows the hive to be created within mere hours. A brief altercation results in Jesse panicking and fleeing - she inadvertently runs into the path of one of Wolf's shurikens and is killed. Ricky retaliates, and Wolf is knocked down an elevator shaft, dropping his plasma pistol. Ricky is impaled by the Predalien, but manages to live through the encounter as it is driven off. Dallas retrieves the plasma pistol as the group makes for the helicopter.

On the roof, Dallas stays behind briefly to fight off their pursuers with the plasma pistol, until he is cornered . Wolf appears only a moment later to brawl against the creature, leaving Dallas to escape just as the Predalien arrives and attacks Wolf. As the two extraterrestrials battle, the helicopter lifts off, carrying an injured Ricky, Dallas, Kelly and her daughter, just as the Air Force arrives. Both Wolf and the Predalien mortally wound each other just as the nuclear device lands in the middle of town, vaporizing the entire city and all that still live within it including Wolf and Predalien. The helicopter crash-lands in a clearing after the shock wave causes it to lose control.

Dallas wakes to find Kelly, Molly and Ricky still alive and outside the crashed craft. After hearing threatening noises, they find themselves surrounded by camouflaged soldiers. Dallas gives up the plasma pistol, while med-evac tends to his still injured brother; Kelly reassures her daughter that the monsters are finally gone.

The scene shifts elsewhere, to a corporate building in the U.S., where Colonel Stevens approaches a "Ms. Yutani." He opens his briefcase that he was carrying, revealing the plasma pistol. Ms. Yutani states that the world is not ready for the new technology, while Colonel Stevens makes it clear the technology is "not for our world."

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