here is a film that is so unexpected , so scary , and so original that it caught me off guard and threw me for a loop . okay , it isn't quite original , considering it is a sequel to the box office hit species , but it certainly is smart . most films of this genre are reminiscent of those cheesy b-horror films from the 50s and 60s , and some even become them . however , as we learned with the 1995 small-budget horror/sci-fi film , sometimes expectations can be shattered . a lot of criticism has gone against this film ( from what i have read so far , anyway--yep , all two reviews ) , and it makes me wonder why these types of films are automatically dismissed as gory , laughable pieces of trash . but , the thing is , it isn't . it's well made , well acted , and quite intelligent . i can see most of the critics now complaining about the level of gore or the level of sexuality in the film . but the species series isn't about the lack of these elements . it's about how much it can get into one film . and yet , behind it all , it has this basic premise that allows it to get away with doing so . species ii begins in the present day , though it seems to be an alternate universe . many films ( especially sci-fi ones ) create similar timelines as our realistic one , but change it to fit the film's needs . species ii begins with the arrival of an american spacecraft , the excursion , landing on the surface of mars . aboard is patrick ross ( justin lazard ) , a very bright and very handsome astronaut . patrick is the son of senator ross ( james cromwell ) , who just wants patrick to succeed . well , it would seem that he has succeeded . landing on the surface of mars , he is the first human being to ever do so . of course , he isn't the first ever . about a billion years ago , an alien species supposedly landed on mars and destroyed the perfect living conditions that were able to sustain life . now , of course , the red planet is cold and rocky . no life lives on it . that is , no visible life . patrick , upon leaving the spacecraft and landing on the red soil , collects samples from the ground . he takes them aboard , and puts them in storage . unfortunately , one of the samples contains a form of life , and it gets loose when it is heated aboard the ship . just prior to heading back to earth , this life form creeps along the floor and inhabits the earthlings . they pass out for approximately seven minutes , and then shrug it off as nothing , because they can't even remember . they blame it on a technical malfunction . back on earth , patrick begins to have strong urges to mate with as many women as possible . as we know from the original , this is because the alien wants to breed and take over the planet . however , the children that are bred are half-human , as their father is . patrick is really looking for another alien to breed with , and he finds it in eve ( natasha henstridge ) . eve was cloned from dna taken from sil , the original alien . however , this time around , most of her " alien " urges have been either decreased dramatically , or lie dormant . the project is led by dr . laura baker ( marg helgenberger , reprising her role from species ) , and her motives seem respectable . since she was involved with the original alien attack , she wants to learn how to stop the alien should it come again . and it has . story-wise , species ii is much stronger than its predecessor , but it is also much stronger than , say , aliens ( hey , i love the film , but you can't tell me it was strong on story ) . what surprised me the most with this film was the incorporation of historical facts into the screenplay . in my search for extraterrestrial intelligence course in college , we learned about a piece of rock from mars which landed in one of the poles . this piece of rock contained fossils which may have been proof of life on mars ( later , it was proven that it was not a living creature that created it ) . the script uses this effectively , but also manages to provide a well-balanced plot . beginning with the first man on mars ( something i have always dreamed of seeing ) , i was hoping that the film would turn this element into a useful starting point for the movie . and it does it quite well . the characters are all smart , and they know what to do and what not to do . the only character that seems a little cliched is the general ( george dzundza ) , and yet , he remains logical in everything he does . there are the obvious flaws of course , mostly lying in the technical aspects . the special effects are only mediocre , and some are just plain bad . but for the most part , they remain believable ( i even noticed a homage to the alien series when the mothers gave birth to alien children ) . also , the most realistic ones are usually the goriest , ranging from people being torn open , or someone's head being blown off . however , some plot elements also may elicit laughs from the audience , including a menage a troi that is all but necessary . many people dislike the species series because all it is is an excuse for sex , nudity , and gory violence . however , i tend to disagree . what were the alien films about ? and , if an alien species ever did come to earth , and their sole purpose was to destroy us , wouldn't you mate as quickly as possible with as many people as possible ? my only gripe with this is during the scene where patrick goes searching for a mate in a grocery store . i didn't realize that aliens were that picky on choosing women to mate with ( i just assume it is his part-human side looking for the most beautiful one ) . the acting is quite good for this kind of film . it is a vast improvement over the first film , at least . the acting is the key element to this film : if it was bad , it would have lowered itself into camp ; if it was good , it would have asked for comparison with films like aliens . okay , so it isn't that good . george dzundza is probably the most obvious mistake on casting , as his over-the-top impersonation of a general makes him annoying and distracting . natasha henstridge is limited this time around , as she is usually enclosed in a cage . however , she does manage a very impressive performance with this aspect hindering any of her talent . oh yeah , and she's quite fun to just plain watch . marg helgenberger is immensely better this time around , and her performance is probably the best in this film . michael madsen is so-so , but he isn't annoying , and he soon becomes rather appealing ( with his nice cynic personality ) . james cromwell has a small part , but he makes it much better than what it could have been with a more incapable actor . as i say , any film with james cromwell dramatically increases in likeability . mykelti williamson gives an enjoyable performance , and he gives the film a more down-to-earth feel . and , of course , justin lazard . lazard has so far been ridiculed for his performance , but i think he is effective . sure , he is wooden , but isn't that what his character is like ? the moment when he touches the glass separating henstridge from him was extremely well done , due to the couple's acting . species ii is rated r for strong sexuality , sci-fi violence/gore and language . this is definitely an r rated film that young kids should not see . more than likely , they would probably have nightmares and never have sex for the rest of their lives . hell , i don't even know if i will . what is sure to be a critically lambasted film turns out to be the surprise film of the year . i probably won't see another film where i was expecting so little and got so much for quite a while . director peter medak has crafted a very suspenseful , and sometimes very scary movie out of a mediocre series . medak has also mastered the wonderful " jump ! " moments , and has probably the second scariest moment i have ever seen on film ( scream still has the first ) . strong acting , smart dialogue , intelligent plotting , and a sure-handed director , species ii is exactly what these films should be : entertaining .