After her last encounter, Ellen Ripley crash-lands on Fiorina 161, a maximum security prison. When a series of strange and deadly events occur shortly after her arrival, Ripley realizes that she has brought along an unwelcome visitor.


David Fincher


Dan O'Bannon (characters), Ronald Shusett (characters) | 4 more credits »
1,215 ( 75)
Nominated for 1 Oscar. Another 5 wins & 24 nominations. See more awards »





Cast overview, first billed only:
Sigourney Weaver ... Ripley
Charles S. Dutton ... Dillon
Charles Dance ... Clemens
Paul McGann ... Golic
Brian Glover ... Andrews
Ralph Brown ... Aaron
Danny Webb ... Morse
Christopher John Fields Christopher John Fields ... Rains
Holt McCallany ... Junior
Lance Henriksen ... Bishop II
Christopher Fairbank ... Murphy (as Chris Fairbank)
Carl Chase Carl Chase ... Frank
Leon Herbert ... Boggs
Vincenzo Nicoli ... Jude
Pete Postlethwaite ... David


Ellen Ripley (Sigourney Weaver) is the only survivor when she crash lands on Fiorina 161, a bleak wasteland inhabited by former inmates of the planet's maximum security prison. Once again, Ripley must face skepticism and the alien as it hunts down the prisoners and guards. Without weapons or modern technology of any kind, Ripley leads the men into battle against the terrifying creature.

Plot Summary | Plot Synopsis


This time it's hiding in the most terrifying place of all. See more »


Action | Horror | Sci-Fi

Motion Picture Rating (MPAA)

Rated R for monster violence, and for language | See all certifications »

Parents Guide:

View content advisory »

Did You Know?


One possible idea for the film included a chestburster coming out of Michael Biehn's character, Hicks. This was later abandoned in favor of having his character die after being impaled by a metal beam, so a replica of the actor with his chest torn open (due to the impalement) was created for this purpose. Biehn found out about this by accident when Raffaella De Laurentiis, one of the producers of his movie Timebomb (1991), told him that she had seen this replica when visiting Pinewood Studios. Erroneously thinking the wound was from a chestburster, he threatened to sue the producers for using his likeness without his consent. Even when director David Fincher contacted him for permission, Biehn (still unaware of the misunderstanding) angrily refused to have his character go out like that, so a non-identifiable replica was used. Later, the producers contacted him to use his picture at the beginning of the film for the computer sequence. Apparently, Biehn received more money for use of this one image than for his entire role in Aliens (1986). Biehn later stated that, had he any idea of the kind of career Fincher would have, he might have been more accommodating, in the hopes of getting a chance to work with him on a subsequent project. See more »


(at around 27 mins) In the cafeteria, Ripley's glass of orange juice goes from half full to full. See more »


[first lines]
Computer Voice: Stasis interrupted. Fire in cryogenic compartment. Repeat, fire in cryogenic compartment. All personnel report to emergency escape vehicle launch pod. Deep-space flight will commence in T-minus twenty seconds.
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Crazy Credits

The 20th Century Fox fanfare that plays during the opening studio logo segues ominously into the score of the film. See more »

Alternate Versions

In Dec. 2003, the 'Alien Quadrilogy' box set was released with a newly created cut of "Alien 3" entitled the Assembly Cut. It attempts to reconstruct David Fincher's workprint (which the studio balked at), but goes one step further and adds color correction, additional special effects and remixed 5.1 sound. Several scenes, however, suffer from poor on-set audio quality, mostly due to the use of fog machines and steam which obscures on-set dialog. Due to time and budget constraints, there was no time to re-record the dialogue for these scenes; optional subtitles transcript the dialog. It should be noted that the October 2010 "Alien Anthology" Blu-ray box set features the same Assembly Cut as the 2003 DVD set. However, this time additional dialogue has been recorded, creating a soundtrack of more consistent quality, and making the addition of the deleted scenes all but seamless. Here are all of the changes found in the Assembly Cut:
  • The scene of Ripley being rescued at the beginning is completely different. She is seen by Clemens (Charles Dance) lying washed up on the beach and then taken into the prison, covered in dirt. A group of prisoners heads down to the beach with Oxen to get the EEV out of the water. In the theatrical print Ripley is discovered still inside her cryogenic unit inside the escape pod. This scene was re-shot to have footage of the dog (more on that later), and has no Oxen or scenes mentioned above. Various shots of people examining the escape pod that were in the theatrical print (as stated, they were taken from re-shoots made during post-production), including a shot of a facehugger crawling towards the dog and an elaborate optical shot of the EEV being carried out of the water by a crane (in the assembly cut it crashed right next to the shore), are missing from the DVD workprint.
  • Immediately following the rescue sequence, 85 tells everyone in the mess hall to settle down, and Dillon preaches before Andrews' first "rumor control." The theatrical version started the scene directly with Andrews' rumor control.
  • Just before the autopsy of Newt, there is a scene with Clemens, Ripley, and Prisoner Kevin walking down the spiral stairs into the morgue where Clemens questions Ripley about her need to certain Newt's death and also asks her if Newt was her daughter. Ripley denies this.
  • As stated above, the alien comes out of an ox instead of a dog. There is a scene where two inmates are dragging an ox named Babe after it has suddenly dropped dead into the butchery. They discuss what caused Babe's death, and they have some macho talk about Ripley. The scene ends when one of the inmates discovers a strange dead animal next to the ox's corpse (which is a dead Super facehugger). This scene replaces the scene in the theatrical cut where Murphy finds his wounded dog.
  • The funeral scene is now intercut with scenes of the infant Alien bursting from the dead ox (originally it came out of the dog), concluding with a newly made digital shot of the Alien making its first steps and running off.
  • Just before Ripley enters the mess hall with her newly shaved head after the funeral, Prisoners Boggs and Rains share their complaints to Dillon about Prisoner Golic. They say he is crazy and smells bad, and that they don't want to work with him in the tunnels. Dillon tells them Golic is their brother and they should stop complaining.
  • The scene in which Ripley and Dillon talk about temptations in the cafeteria ends on a shot of Dillon, where it originally ended on Ripley.
  • Following Murphy's death, there is more dialog between Ripley and Clemens about why they had to cremate the bodies.
  • Right after the scene where Ripley asks Clemens where the Bishop droid is, there is a scene where Dillon sees Boggs, Rains, and Golic, off on their excursion into the tunnels. Dillon asks them to light a candle for the dead prisoner Murphy (the first victim in the vent shaft). They go off into the tunnel.
  • Immediately following this is the scene where Warden Andrews and Clemens meet to discuss Ripley. It has a completely new beginning where Andrews starts off as rather friendly, until he suddenly starts threatening Clemens (this is where the theatrical version began). The scene extends beyond Andrews telling Clemens to "sit the hell down", with additional dialog of Andrews voicing his displeasure with Clemens, and asking about Ripley; Clemens only knows that she was part of a combat team that was wiped out; Andrews eventually just tells Clemens to get out.
  • Golic kicks open an old cigarette machine in the tunnel to get free cigarette packs.
  • During Ripley's conversation with the reconnected Bishop, there are intercut scenes of a crazed and bloody Golic being found in the mess hall by Eric, the cook, who panics and drops the dishes. A little bit later, Golic is grabbed by the others (Clemens, 85, Andrews, and Dillon), put in a restraining jacket and dragged to the infirmary.
  • The scene following Andrews' talk with Ripley about the alien (where Ripley and Clemens talk) has a new opening shot in which the camera begins with a medium shot of Golic, then tracks through the hospital room. Later on in the scene, a tied up Golic interrupts with a few lines about how in an insane world, an sane man must appear to be insane; Clemens sarcastically thanks him. Golic spies on Ripley and Clemens talking by looking under the curtain. The alien drops from the air vent into the infirmary and lands on the mattress next to him causing it to 'lower'. There are more shots of it approaching, and Ripley sees it's feet through the bottom of the curtains. There is also a shot of the alien opening its mouth before killing Clemens. After the alien kills Clemens, and Ripley runs out of the infirmary, there is a close-up of Golic admiring the alien, he calls it "magnificent." Followed by a shot of a large amount of blood dripping from the grate through which Clemens was hauled by the Alien (just after Ripley takes off for the dining hall).
  • In the mess hall, Dillon leads a prayer and then chastises the prisoners for what has been going on (such as the attempted rape of Ripley and the death of Murphy, Boggs, and Rains) as Ripley runs down the hallway. Andrews takes over with a sarcastic "Thank you" and the scene goes on as originally shown.
  • A new shot where the prisoner mopping up Andrews' blood. He looks up at the air vent (an overhead shot). This is immediately followed by a new scene where Dillon preaches to the prisoners after Andrews' death.
  • In the same scene after Morse says they should take Ripley's head and "bash it through the fucking wall," Ripley replies "That sounds good to me..."
  • There are several extra shots in the scene where the inmates set the trap in the tunnel (almost a minute's worth), including one with two inmates checking a pile of batteries, to see if there are some with enough electricity for Aaron's flashlight to work. Ripley looks exhausted while on paintbrush detail and shrugs it off, Dillon shows concern.
  • As the explosions in the corridors are going off, there are several new shots of prisoners in the air vents engulfed in the flames and falling out of the vents on fire, as well as 85 running away from a burning prisoner. Dillon tries to activate the sprinkler to no effect (the sprinkler goes off in the theatrical version, and the scene ends right there). One of the prisoners is hurt badly and Ripley is trying to help him. The prisoner's friend Junior (the guy with the tear tattoo who initially attacks Ripley in the attempted rape scene) looks fearfully at her as she realizes both of them attacked her. The group runs for the spare sprinkler activator. The alien crawls down from the ceiling as the others (including Ripley and Dillon) try to lure it away. Junior is near the Toxic Waste room and sees a chance to trap the alien and runs into the room, luring the alien in after him and sacrificing his life. Ripley and Dillon lock the doors and the sounds of the alien killing him are heard outside. Dillon turns on the sprinklers.
  • After finally putting out the fires, there are several new shots in the montages of prisoners walking through the wreckage of the hallways, and a scene where Dillon is leading a prayer for those who sacrificed themselves and died. Ripley and 85 look in from above and begin to discuss religion. 85 says that the company will arrive to kill the trapped alien with smart guns. Ripley asks him what to do if they won't kill it.
  • Immediately following this, there is a scene where Morse is guarding the still bound Golic in the infirmary. Golic asks Morse to untie him, since his involvement in the killing of Boggs and Rains is no longer an issue. Morse reluctantly unties him, and after Golic asks him, tells him where the alien is trapped. Golic knocks him out and hurries out of the room.
  • Next, there is a scene where 85 and Ripley are sending a transmission to the company about the trapped alien and Ripley, testing the company's intentions, requests permission to terminate the alien. The company quickly replies they are not to do anything against the alien, confirming Ripley's suspicions.
  • Golic then arrives at the Toxic waste dump and tells the prisoner guarding the door he must talk to the creature. The prisoner shrugs him off and suddenly Golic slits his throat and opens the door, telling the alien he'll do anything he wants. Golic's screams as the alien attacks and runs away.
  • Ripley then tells Dillon about the company's plans to keep the alien alive, which might jeopardize the entire universe. Dillon says he doesn't care about the rest of the universe. Ripley insists that innocent people will die and Dillon tells her that the world outside does not exist for them. Morse rushes in and tells them he has bad news.
  • Ripley, Dillon, Morse and 85 go to the dump where 85 blames Morse for the insane Golic's actions. Some of the latter scene was re-edited to make it follow the explosion sequence in the theatrical cut.
  • A new scene in the assembly hall, after Ripley discovers she carries an Alien: the prisoners are arguing about the course of action to be taken; now that the Alien is free again, there is nothing stopping it from attacking them anywhere in the complex. One of the prisoners lights a match for his cigarette, which reminds all others of the Alien's fear of fire. They all decide to move to the furnace area immediately (which explains why Dillon's following "pep talk" takes place there).
  • When Ripley and 85 argue about contacting the company there is some extra dialog at the end of the scene of Ripley telling him she is going to locate the alien.
  • There is some added dialog in the scene where Ripley tells Dillon about the Queen inside of her, mainly about the nature of the Queen and the consequences of its survival. Also, when Ripley fights with Dillon after he refuses to kill her, there is an added line where Dillon says "Go kill yourself."
  • During the scene where the remaining prisoners are meeting to discuss Dillon and Ripley's plan to terminate the alien, there are expanded dialog scenes concerning Dillon telling them they have a choice to get even with the creature for its destroying the others. Ripley then questions 85's statements that the rescue team is on its way.
  • Some of the prisoners discuss religion before the tunnel sequence (right after Dillon says they are "Praying"). They laugh hysterically, which freaks out David (Pete Postlethwaite). This replaces a scene where David is told by another prisoner named Jude what he's supposed to do. Jude leaves and David says to himself, "This was her idea."
  • Following this, there is a shot cut OUT of the assembly cut of 85 waiting for the rescue team.
  • David (Pete Postlethwaite) finds Vincent's body in the tunnel.
  • As the alien rampages through the tunnel, Ripley asks what the prisoners are doing (when two of them are guarding the piston run off) and Dillon says "Improvising".
  • There is more dialog when Bishop II confronts Ripley as he refers to the malignancy inside her and the great courage she has shown.
  • There is also an added scene where the Asian medic explains the procedure to remove the alien from Ripley. When Bishop II asks Ripley to trust him and she must choose, the scene is more drawn out, and you can see Ripley agonizing more over the decision she must make.
  • When 85 hits Bishop II with the pipe there is an additional moment in which Bishop II can be seen in pain and wiping red blood from his face, adding more weight to his statement that he is indeed human and not an android. He shouts "I'm not a droid!" After this, Bishop sees one of his crew-members with a camera trying to film Ripley, and he tells the man with the camera, "No pictures!"
  • Several shots of Ripley preparing for her jump, as she looks hesitant and nervous. She looks at Bishop and says "You're crazy" right before she jumps.
  • Ripley's death scene is a completely alternate take: In the theatrical version, as Ripley falls, the alien queen burst out of her chest, here she simply falls into the lead. Her body can be seen burning up just before it hits the lead.
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Featured in Starfilm (2017) See more »


IN THE YEAR 2525 (Exordium and Terminus)
Written by Rick Evans
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User Reviews

Great atmosphere, yet not Alien worthy
27 January 1999 | by DoC-92See all my reviews

For me a good sequel needs to have new things, and it should not be a rehash of it's prequel. That's the problem with Alien3. Alien was a great movie, the Alien is one of the coolest movie monsters ever created (together with Predator). Aliens improved on this by adding a lot of new cool things, most noticeable the Alien Queen. Alien3 doesn't add anything new. Well, there is the queen parasite, and the new alien is a "dog Alien" (makes you wonder what the Alien from the space jocks (Alien 1) looks like...), but these are so insignificantly. So we're stuck with a been-there-done-that monster-chasing-victims movie. Still the movie is fun, and it looks absolutely awesome (great atmosphere). Not the crappy movie you might expect, but not a worthy addition to the Alien series too. Go see parts 1,2 and 4 !

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Frequently Asked Questions

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Release Date:

22 May 1992 (USA) See more »

Also Known As:

Alien³ See more »

Filming Locations:

Buckinghamshire, England, UK See more »


Box Office


$50,000,000 (estimated)

Opening Weekend USA:

$19,449,867, 24 May 1992

Gross USA:


Cumulative Worldwide Gross:

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Company Credits

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Technical Specs


| (2003 Special 'Assembly Cut' Edition) | (special edition)

Sound Mix:

70 mm 6-Track (70 mm prints)| Dolby SR (35 mm prints)



Aspect Ratio:

2.39 : 1
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