In space, intergalactic bounty hunters Ug and Charlie learn payment on their current job will be withheld until a previous mission on Earth is completed. “Crite” life has been detected again and the bounty hunters must return to Earth to eliminate the Crites. Ug met Charlie, the former town drunk, during that earlier mission, and Charlie worries Ug might leave him on Earth when they return, but Ug reassures his friend. As they speed toward Earth, Charlie wonders why Lee, the ship’s pilot, still has a formless “nothing-face” while Ug assumed the face of a rock star during the previous expedition. Ug explains that Lee will remain a nothing-face until he sees his right self. On Earth, Brad Brown rides a bus to visit his grandmother in Grovers Bend for Easter vacation. The bus driver notes that the town is infamous for its tale of “space porcupine things” known as “critters” that supposedly attacked the Brown family’s farm two years ago. The driver wonders if Brad’s grandmother knows the Browns, but the teenager feigns ignorance. Sally, a reporter, sees Brad arrive and wants to interview him, but newspaper owner Mr. Morgan insists everyone wants to forget Brad’s story about aliens. Sally rushes to former Sheriff Harv’s trailer with the news of Brad’s return, but Harv was voted out of office after the events two years ago and refuses to discuss the situation. Brad’s grandmother is excited to see him and introduces him to the children who attend “Nana’s House,” her day care center. Outside town, Quigley, an “antique” store owner, and Wesley, a local teenager, search the barn at the deserted Brown farm and find a pile of green egg-like objects. At Quigley’s store, Wesley is paid in beer and Playboy magazines. As the teenager drives away, a magazine falls from his Jeep and lands by the roadside. Wesley stops at the local hamburger restaurant and flirts with Megan Morgan, a reporter at her father’s newspaper. Brad arrives as Megan rebuffs Wesley’s advances. When Brad warns him to leave Megan alone, Wesley taunts him about space aliens and throws him out the door. Megan offers Brad a ride home and learns her former classmate lives in Kansas City, and now claims the incident two years earlier was merely a child’s imagination. Cindy Morgan, Mr. Morgan’s youngest daughter, accompanies Nana to Quigley’s store. Nana purchases half of the green eggs for the church’s Easter egg hunt and gives Cindy an egg to take home. Later, Quigley discovers the remaining eggs have hatched and finds critters eating his dog. The porcupine-like creatures have razor sharp teeth, the ability to roll themselves into quick moving balls, and are insatiable. The critters attack Quigley and feast on him. That evening, the Morgan family decorates Easter eggs and Cindy wants her egg placed in her room at bedtime. As the egg hatches and the critter rolls to attack Cindy, Mr. Morgan checks on his daughter, stomps on the creature, and thinks he squished a normal Easter egg. At Nana’s home, Brad searches through a box of his belongings and discovers an alien communicator from his previous adventure. The next morning, Nana and the church ladies hide the decorated eggs on the church lawn for the Easter egg hunt while Sheriff Corwin complains about having to portray the Easter bunny. During the church service, Corwin changes into the bunny outfit and returns to the front lawn where critter eggs are hatching. As Corwin struggles to zip the costume, several critters roll into the outfit and attack. Seconds later, Corwin’s bloody body flies through the church window and lands at Reverend Fisher’s feet. Shocked church-goers congregate on the lawn. Megan Morgan doubts that Corwin’s death was a “farm accident” and believes Brad was telling the truth two years ago. He still denies aliens exist, but agrees to visit Harv with Megan to seek the former sheriff’s help. When Harv insists the critters are not real, Brad finally admits they exist and warns Harv they have returned. However, Harv is still furious that he was voted out of office and drives away. The spaceship lands and as Ug, Charlie, and Lee walk into town, Ug insists that Lee must transform. Charlie spots the Playboy magazine that fell from Wesley’s vehicle and flips to the centerfold. Lee looks at the magazine and the alien’s “nothing-face” and body transform into the centerfold model. Brad and Megan stop when they see Sally screaming about critters inside Quigley’s store. Brad knocks on the door and Quigley’s body falls out, followed by several critters. As Brad, Megan and Sally drive off, one critter shoots deadly porcupine shards at the truck, while others roll into balls and attack. The trio fights off the creatures and speeds away, killing several critters in the process. Brad and Megan return to Nana’s home and help her battle critters. When Brad retrieves his alien communicator, Ug, Lee, and Charlie suddenly arrive, exploding the critters with blasts from their weapons. Brad is excited to see his friends again and surprised to learn Charlie is a bounty hunter. As they move through town, Ug and Lee kill a group of critters in the local restaurant. Megan, Brad and Nana find her father fighting critters in the newspaper office. As they escape, Mr. Morgan is hit by a critter’s quill and knocked unconscious. They take him to the church where townspeople are congregating. As the bounty hunters search through town, Lee meets a restaurant manager and temporarily transforms into his image. Soon after, Lee is about to transform into the image of a horror character on a movie poster, so Charlie holds up the magazine again and Lee transforms back into the centerfold model. The critters lure Lee into an alley and attack. When Charlie and Ug discover Lee’s body, Ug is so distraught he transforms into a “nothing-face.” Outside the church, a guard is attacked by a critter as young Cindy Morgan peers out the door. Brad hears Cindy scream and sees her riding her tricycle down the street, chased by critters. He grabs a baseball bat and knocks critters out of the way as he rescues Cindy. Other critters surround them and Brad closes his eyes in defeat, but Sheriff Harv arrives and shoots the critters. As they return to the church, Brad and Megan notice hundreds of critters rolling to the nearby farm to feast on cows. Inside, Brad and Harv rally the townsfolk. Brad insists the critters will not leave and must be blown up. Noting the critters group to feed, Brad suggests they lure the creatures to a feast at the nearby Polar Ice Hamburger plant and blow them up. Brad and Megan lead a team to set the trap at the hamburger plant while Charlie arms the townsfolk. The critters smell the burgers and roll toward the factory while Charlie’s group follows them at a distance. However, as the critters near the factory, the wind shifts and the creatures smell the “live” meat behind them. As they turn toward the townspeople, Charlie runs from the crowd and disappears. Suddenly, a huge critter stands and argues that hamburgers are easier to eat, and convinces the critters to go inside the factory. The large critter stands aside as the others enter, then transforms back into “nothing-face” Ug. Megan and Brad help Ug shut the door and blow up the factory. However, the critters gather into one huge critter-ball, roll out of the factory, and head back toward town. Brad and Megan chase the critter-ball in their truck and try to stop it, but they crash and the critter-ball heads toward the church. Charlie flies the spaceship overhead and crashes into the critter-ball, exploding the ship and the critters. In the aftermath, Ug transforms into Charlie to honor his friend’s sacrifice. Later, as Brad readies to board the bus home, Sheriff Harv joins him in leaving town. While Brad says goodbye to Ug, Charlie returns, dragging a parachute. A spaceship arrives to pick up Ug and Charlie, but Charlie elects to stay on Earth and Harv tosses him the Sheriff’s star. Megan and Brad kiss goodbye, and then he leaves town.