By the time Xtro 3 slimed its way onto VHS shelves in 1995, the franchise had already lost any sense of identity. The first Xtro was a weird little British splatter gem. Xtro II was basically Aliens made by people who couldn’t afford the “s.” And then there’s Xtro 3: Watch the Skies—a movie that advertises itself as Predator meets The Dirty Dozen but feels more like Gilligan’s Island meets a SyFy Channel rerun.
Plot? Sure, Why Not
The story begins with Lieutenant Martin Kirn (Sal Landi) spilling his guts to a reporter in a dingy motel room. That sounds noir. It isn’t. It’s just a framing device to excuse why the entire movie feels like a flashback fever dream. Kirn explains how he and a squad of “Marines” (read: underpaid extras in surplus fatigues) were sent to an island to defuse leftover World War II ordnance.
Of course, this being an Xtro movie, there’s an alien involved. Turns out Uncle Sam has been keeping extraterrestrials in jars since the 1940s. Experiments were conducted, some poor ET got tortured, and now his buddy has come back for revenge. You’d think “alien gets revenge for human war crimes” could have weight, but this script couldn’t carry a bag of groceries without collapsing into clichés.
The Marines Who Couldn’t Shoot Straight
Our squad is a ragtag bunch of stereotypes:
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Private Friedman (Jim Hanks) – Yes, that Jim Hanks, Tom Hanks’ younger brother. Watching him here, you understand why Pixar uses his voice for Woody in video games and not in actual movies.
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Private Hendricks (Daryl Haney, who also co-wrote this mess) – The screenwriter decided to write himself a part, which is always the cinematic equivalent of showing up at your own surprise party.
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Corporal Dermot Reilly – The comic relief who’s so grating you start rooting for the alien within seconds.
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Private Banta – The token woman, because apparently one was enough.
And of course, there’s Captain Fetterman (Andrew Divoff, aka “the Wishmaster”), who oozes menace but is stuck delivering dialogue so bad it makes his demonic genie lines look like Shakespeare.
The Marines are “expendable,” which the movie reminds us every ten minutes, as though the script were worried we’d forget how contrived the setup is. Spoiler: they get expended.
Robert Culp, Collecting a Paycheck
Robert Culp shows up as Major Guardino, the military brass who sent these schmucks to die. Culp spends the entire movie looking like he’s calculating how quickly he can cash his check and get back to his trailer. He delivers every line with the enthusiasm of a man reading a grocery list, and honestly, it’s the most relatable performance in the film.
The Alien… Kinda
Director Harry Bromley Davenport supposedly refused to put “a man in a suit” because he wanted a more “expressive” creature. Instead, we got a puppet and some early-90s CGI that looks like it was rendered on a Speak & Spell. The alien appears in brief glimpses, like the filmmakers were embarrassed by it. When it finally does show up, it looks less like a terrifying invader and more like a rejected Power Rangers villain.
The alien’s big ability is using a pincer to extract “sterols” from the brainstem. This sounds gross and scary until you realize it basically looks like a lobster trying to drink a juice box.
The Pacing of a Funeral March
Xtro 3 is 97 minutes long but feels like it was filmed in real time over the course of a geological epoch. Long stretches of Marines wandering through the jungle are intercut with… more Marines wandering through the jungle. Occasionally, someone stumbles into an old bunker, finds a film reel of alien experiments, and then gets killed. Repeat until the credits roll.
There’s no suspense, no rhythm, just a slow slog toward an ending you stopped caring about 40 minutes earlier.
Violence and Gore – Or, Lack Thereof
You’d expect an Xtro sequel to at least bring the splatter. But the deaths here are so uninspired you wonder if the MPAA just censored the movie preemptively by sending a strongly worded letter. We get:
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A throat slit.
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A guy dragged into a vent.
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The alien pincering people like it’s cracking crab legs.
That’s about it. No inventive kills, no gross-out fun, just rote violence filmed in dim lighting. It’s like Predator without the budget, the suspense, or the basic competence.
The Production: Non-Union, Non-Good
The movie was shot in California but pretends it’s some remote Pacific island. The Iverson Movie Ranch stands in for “jungle,” but it looks more like a hiking trail in Los Angeles. The sets look like they were borrowed from a high school theater department. The inside of the alien bunker resembles a storage unit with some wires hanging from the ceiling.
And because it was a non-union shoot, accidents happened: Sal Landi hurt his back, Virgil Frye got injured by a squib, and the visual effects team probably pulled a muscle trying to convince anyone that the CGI alien was scary.
The RiffTrax Redemption
The most notable thing about Xtro 3 is that nearly 30 years later, the RiffTrax crew tore it apart in 2024. Which is fitting, because this movie was practically begging for three middle-aged comedians to mock it. In fact, Xtro 3 works better as a comedy than as a horror movie. Watching Corey Feldman in Voodoo is scarier than anything this alien pulls off.
The Ending (If You’re Still Awake)
Eventually, the Marines hatch a plan to lure the alien into a freezer with a trail of “sterols.” That’s right—they bait the alien with brain juice like it’s a cat and they’ve got Fancy Feast. The plan backfires, people die, and somehow a handful of survivors escape while the alien twitches on the ground, promising a sequel no one asked for.
Final Thoughts: Xtro 3 Is the Definition of Diminishing Returns
The Xtro franchise went from weird cult oddity to shameless Aliens ripoff to this—an uninspired slog that feels like watching paint dry while someone occasionally shouts “BOO!” at you.
The scariest part isn’t the alien. It’s the realization that talented actors like Andrew Divoff, Robert Culp, and Karen Moncrieff showed up, read this script, and said, “Yeah, sure, I’ll do it.”
At least director Harry Bromley Davenport admitted later that whatever was wrong with the movie was “on him.” That’s one honest assessment, and maybe the only interesting thing to come out of this entire disaster.
