Earth. One Critter tells the other to "get the kids" while it preps the ship for take-off. Once the crew arrive, Albert hands Charlie the only weapon he has; an antique Colt revolver. Charlie wastes no time using it when they encounter the Critters on the ship, but his shots not only kill the Critters, but destroys the flight controls leaving the ship dead in the water. While the crew attempt repairs, Ethan takes the gun to hunt down the last Critter himself. He finds the creature in the science lab using the equipment there to rapidly grow several baby Critters to full size. He then runs back to the ship to warn the others just as a Terracor ship carrying Tetra and his troopers arrives. The surviving crew rush to meet Tetra, but finds the troopers pointing their weapons at them. Tetra demands the Critter eggs but Albert refuses to be threatened. Ethan arrives just as Tetra shoots and kills Albert. Tetra then knocks Fran to the deck while Charlie stands confounded that his old alien friend Ug has turned selfishly evil. Ug says "things change" and then orders his troops to go find the eggs. Still unnoticed, Ethan runs back to the science lab and sets up a trap for Tetra's troopers. When they arrive he seals them inside with the pack of hungry critters. He then retrieves the Critter eggs from the tunnel and brings them back to Tetra while juggling them carelessly in the air. To Tetra's astonishment, Ethan purposely drops and breaks two of the eggs leaving one left. After Tetra threatens to kill Fran, Ethan tosses the last egg to distract him. Fran then notices the revolver hidden in Ethan's waistband and quickly strikes Tetra in the head with it, knocking him out. Charlie and Fran then rush aboard Tetra's ship to prepare for take-off, but Ethan lingers to mourn over Albert's body. Suddenly, the last Critter appears and attacks him, but Ethan manages to flash freeze the Critter with a fuel hose. As Ethan recovers he finds Tetra pointing a gun at him. Charlie returns and points the revolver at Tetra who doubts that Charlie even has the guts to pull the trigger. Charlie utters, "Things change, Ug", and shoots Tetra in the head. Angela then warns that the reactor will go critical in a matter of moments and the survivors rush aboard