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The film starts out in space on a desolate planet where Charlie, Ug, and Lee are hunting a vicious, worm-like creature. After successfully killing the beast, they depart the planet. Soon afterwards, they receive a new assignment by Zanti, head of the High Council. He tells them that the Crites (Critters) are still alive and must be wiped out. With that, they set a course for Earth. Noticing Charlie brooding, Ug inquires what's wrong.Charlie states his reluctance to going back after Two years and asks, concerned, whether they would leave him there. Ug smiles and replies "Charlie bounty hunter" reassuring him they had no such intentions.Back on Earth, Brad Brown is visiting his grandmother in Grover's Bend and word gets around the town fast implying he became well known after the events of the first film. Shortly after the bounty hunters arrive the Crites begin terrorizing the town. They begin to grow in large numbers. Lee, Ug's brother, is killed (and devoured) by the Crites, causing Ug to slip into a deep depression and lose his human looks, reverting back into a No-face as Charlie calls them. (This frightens one woman, who mentions that "he's not breathing." Charlie consoles her by stating "Well, that's okay, he ain't got a mouth.") The remaining people of the town devise a plot. They lead the Critters to a burger shop in an attempt to blow them up but fail. The Crites then come together into a large ball and begin heading to the church. Just before they reach the church, Charlie flies directly into them with his space ship heroically proclaiming "I'm a bounty hunter!" destroying them, seemingly by sacrificing himself. Ug then takes on Charlie's facial feature in honor of his bravery. It is later revealed the next day as Bradly begins to depart that Charlie survived by using a parachute and stays on Earth, becoming sheriff of the town. Ug departs in a new spacecraft, still wearing the guise of Charlie (however, he later reverts back to his previous human face, at an unspecified point, since in the 3rd and 4th film, he is featured looking thus).