Dr. Jane Triptree (Diane Ladd), a mad-geneticist has gone underground in order to continue her experiments. The Eunice Corporation has hired her to produce preservatives that keep food from spoiling. Suckers! When you hire a mad-geneticist (...and I know this from experience), the quack dictates what his or her experiments will be. Triptree creates a virus which in horrifying fashion starts spreading through the Nevada desert. At first, Triptree injected this virus in birds, producing eggs yielding dinosaurs. When chicken eggs are smuggled out of the underground lab, the hatch-lings start eating there way through mankind. A group of Earth-First types chain themselves to the heavy equipment at Eunice Corporation...and will be eaten. All except for the lovely Thrush (Jennifer Runyon).
Meanwhile the virus infects all the women in the area and they mysteriously become pregnant. When dinosaurs burst out of their bellies, the U.S. Government gets involved. Thrush befriends a Eunice security guard, Doc (Raphael Sbarge), and after Thrush comes down with the virus, he sneaks down into the lab to find an antidote. As the T-Rex eats Eunice personnel and environmental activists, and as women keep popping out baby T-Rex', Doc confronts Dr. Triptree. This meeting won't go well and all the women in the underground lab birth monsters. Now on the run from dinosaurs in the lab, Doc must find the cure and race back to the nubile Thrush before she births a demented Barney.