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NOTE: This spoiler was written by Alan Chin of New York City

The film begins with a meteor heading towards earth. Wayne, a young fireman in training, is in the desert practicing a fire rescue in an old abandoned shack with a life size dummy. All of a sudden, the meteor crashes towards the shack and Wayne sees it just in time to jump out of harm's way. The meteor destroys the shack and damages Wayne's car. A large crater has now formed on the ground and the scene ends with Wayne peering over it.

Cut to a college university classroom. Prof. Ira Kane (David Duchovny), is a chemistry teacher and his friend and colleague, Harry Block (Orlando Jones), is a geology teacher and a part time girls' volleyball coach. They get tip about the meteor crashing so they drive out to site investigate con their way past the local police to get to the meteor which is now settled in an underground cave. Ira and Harry cut off a piece of the meteor as a sample to take back and they immediately see the meteor "bleeding" as a result. They return to the university and Ira looks at the ooze under a microscope and sees living single cell organisms rapidly dividing and multiplying, leading him to believe that this is a form of alien life.

Ira immediately tells Harry and they both decide not to tell anyone (especially the government) until they finish conducting their own tests and eventually be given full credit for the discovery. They take their class on a field trip to the meteor site to gather more specimens, and the underground cave has now filled with colorful plant life. They also discover hundreds of large larvae type worms wriggling on the floor of the cave surrounding the meteor. They pick one up and it dies. Ira deduces that this alien life is rapidly evolving from single cell organisms into worms and that they are having trouble adapting to the oxygen on our planet.

The next day, Ira and Harry go back to the meteor site to gather more samples.
Unfortunately, they discover the army has taken it over and blocked it off from civilians. Apparently, the general, Woodman (Ted Levine), was Ira's former boss and had Ira's computer monitored. Ira used to work for General Woodman as a government scientist. but was fired for reasons made clear later on. General Woodman and a government scientist named Allison (Julianne Moore) tell Ira and Harry that they will be taking over the meteor tests completely and that Ira and Harry will not be needed. Both of the men are outraged because they will no longer get credit for the discovery and threaten to take Allison and General Woodman to court. They go back to their car infuriated and as they're driving away, Ira takes the opportunity to moon the general from his car seat. In court, the Ira and Harry do not fare well with the judge when Ira's past is brought up regarding an army vaccine he developed that had some rather uncomfortable side effects for the soldiers. (It involves unpleasant bodily functions). The judge decides that both men are forbidden to be involved with the military investigation into the meteor. To top it off, when the men go back to their office, all the data and samples of the meteor has been taken away by the army.

Across town, Wayne has flunked his fireman exam and reluctantly goes back to his dead end job at the country club. A member of the club, whom Wayne doesn't like because of his snobbery, prepares to meet his date near the lake and is attacked by a large creature and eaten alive.

The next day, Wayne brings the dead creature over to the university. He explains to Ira and Harry that after the creature attacked the country club member, Wayne and a bunch of guys chased it and it fell over and died as if it was suffocating. It too had been overcome with the oxygen in our atmosphere. Ira figures out that there worms are crawling out of the cave from various parts of town and are evolving into different types of species and there are probably more out there.

Ira and Harry break into the army base at the meteor site and see that the military has collected many various types of alien bug creatures that have evolved in the underground cave. The guys sneak into the underground cave to take on of the bugs but are caught by Allison and the guards. Harry ends up having a giant alien mosquito fly into his butt and crawling under his skin.

Allison and some doctors perform an emergency operation and successfully remove the bug out of Harry's butt. Allison begins to feel bad for the boys and an attraction begins between her and Ira.

The next day, an incident at a house full of women (a dog/seal creature attacks a woman) leads Ira, Harry and Wayne to discover a mess of dead pterodactyls on the ground. One is note quite dead and gets up and spits out a huge glop and dies. The glop opens up and another pterodactyl comes out and has no trouble breathing the air. It has adapted and it flies away towards the mall and the guys go out to chase it. With shotguns taken from a store in the mall, the guys kill the pterodactyl after it has caused much destruction in the shopping mall.

The mayor, played by Dan Akroyd, marches into the army base and demands to know from General Woodman what's going on. Allison explains that if the alien population continues to increase at the rate they are, the town will be wiped off the map, and eventually the world. The guys barge into the meeting at the same time. The mayor then demands to know what the army is going to do about this. All of a sudden, apelike creatures bust out of the underground cave and begin attacking everybody. The aliens have now evolved into two legged creatures. Wayne saves the day by shooting one of the apes. The mayor then agrees to let the general use napalm to bomb the creatures to oblivion, against the better judgment of Allison and Ira. Allison quits and goes back to the university with the guys.

At the lab, they inadvertently discovered that fire causes the alien organisms to grow and that's how it started when the meteor entered earth's atmosphere and burned up on entry. Allison tries to call the general to tell him that napalming is the wrong move, but he refuses to answer her call. Ira figures out from the periodic table of elements on Allison's t-shirt that the alien chemical makeup is similar to ours and that they can be stopped with a the chemical Selenium. Two of their students tell them that Selenium is the active ingredient in "Head and Shoulders" shampoo!!!

The guys, with help from the two students load up a fire truck, courtesy of Wayne, with gallons of shampoo and set out to destroy the alien life in the underground cave. The general however, drops the napalm earlier than planned and the alien organisms have now formed as a result of the intense heat from the napalm, into a gigantic blob mass which slowly begins to grow and divide. The guys drive towards the mass with Allison driving and find a point of entry to stick their fire hose in.

The entry turns out to be the anus of the giant mass creature. Harry sticks the hose into the anus and fills it with shampoo. The mass becomes ill from the shampoo and it explodes into glop. They have saved the world and the mayor congratulates each person at an impromptu ceremony minutes later. Ira and Allison sneak away before they are thanked by the mayor and go back into the fire engine and have off camera sex.

The movie ends with Ira, Harry and Wayne doing a commercial for Head and Shoulders Shampoo.


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David Duchovny as Ira
Orlando Jones as Harry
Seann William Scott
as Wayne
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