In the sequel to Paul Verhoeven's loved/reviled sci-fi film, a group of troopers taking refuge in an abandoned outpost after fighting alien bugs, failing to realize that more danger lays in wait.

When the body of Army Capt. Elisabeth Campbell is found on a Georgia military base, two investigators, Warrant Officers Paul Brenner and Sara Sunhill, are ordered to solve her murder. What they uncover is anything but clear-cut. Unseemly details emerge about Campbell's life, leading to allegations of a possible military coverup of her death and the involvement of her father, Lt. Gen. Joseph Campbell.

Robert, a chemist, experiments on himself with a new drug that has an unexpected side-effect: it turns Robert into a woman whenever he gets sexually aroused!