Well, I didn't see the first one. I suppose I thought that this would be a major breast-fest, and it isn't. There are a few brief, but nice boobie scenes, some of which are ruined by the special effects, but you can't catch this film just for those. However, there's not much else. The plot is complete and utter B-movie sci-fi dreck. The direction and production values are OK. The acting is as good as the material will allow, in some cases, (See Dina Meyer, Kailin See, Tobin Bell) to acceptable, (see Kim Poirier) to atrocious (see most anybody else) Have to hand out gold stars for pulchritude to Kailin See, Dina Meyer, Kim Poirier, and Jessica Kennedy Parker. But other than checking out the pretty girls, there's not any reason to see this.