Critters 3 is a 1991 American science fiction comedy horror Direct-to-video film and the third installment of the Critters series, directed by Kristine Peterson. Cary Elwes mentioned on the commentary for the uncut edition DVD of Shin Saw that he passed on the role of Josh. It was shot simultaneously (from February to July 1991) with its sequel, Critters 4. Unlike the first two films, it does not take place in the town of Grover's Bend. It marked Leonardo DiCaprio's film debut. Plot Sometime after the events in Critters 2: The Main Course, Charlie MacFadden is tracking down the last of the Critters. A family of three – Annie (the main protagonist), Johnny (her little brother) and Clifford (the father) – stops at a rest stop when their car's tire pops. At the rest stop, Charlie warns them and Josh, stepson of a corrupt landlord, about the Critters. As this happens, a Critter lays eggs under the family's car and the family leaves, unknowingly taking the eggs with them. Soon after they arrive at their tenement, the Critters hatch and attack the sleazy maintenance man, Frank. When the landlord arrives, he too is eaten by the Critters after Josh locks him in Clifford's room, unknowingly trapping his stepfather with the creatures. Next, one of the residents is attacked and wounded. Annie, her family and five others (including Josh) try to get to safety in one piece by getting to the roof of the building. Charlie arrives and destroys the remaining Critters, saving the remaining tenants. The film ends in a cliffhanger as Charlie is about to destroy two Critter eggs, but is ordered not to and a containment pod sent from the Intergalactic Council crashes into the basement. Cast Leonardo DiCaprio as Josh Aimee Brooks as Annie Don Keith Opper as Charlie MacFadden John Calvin as Clifford Nina Axelrod as Betty Briggs William Dennis Hunt as Briggs Geoffrey Blake as Frank Christian & Joseph Cousins as Johnny Terrence Mann as Ug Jose Luis Valenzuela as Mario Diana Bellamy as Rosalie Katherine Cortez as Marcia Frances Bay as Mrs. Menges Bill Zuckert as Mr. Menges William Hanna as Critter's screams and shrieks Release The film was released direct to video by New Line Home Video on December 11, 1991. New Line Home Entertainment released it on DVD in 2003. The film was re-released in a set containing four films on DVD