At the rest stop, Charlie warns them and Josh, the stepson of a corrupt landlord, about the Critters.

Soon after they arrive at their tenement, the Critters hatch and attack the sleazy maintenance man, Frank.

Josh locks the landlord in Clifford's room, unknowingly trapping his stepfather with the creatures.

Annie, her family and five others (including Josh) try to get to safety in one piece by getting to the roof of the building.

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.