After Andy Flynn destroyed the original Sharktopus (a half-shark half-octopus creature), its various pieces floated back out into the ocean. However, among the scattered anatomy was an egg sac and marine biologist Lorena Christmas (Katie Savoy) finds herself the ward of the creature's sole offspring, which she begins raising at her greedy uncle's aquarium to mixed success. Meanwhile, Dr. Rico Symes (Robert Carradine) is hard at work on his own biological weapon. After harvesting a pterosaur's DNA, he uses the DNA from a barracuda to fill in the gaps, creating a monster that can terrorize land, sea, and air. Things are looking pretty good during the initial test flight. until the creature is hijacked by a rogue engineer looking to sell it to the highest bidder. After the rogue engineer accidentally spills his coffee all over his console, the Pteracuda is free to rampage the coast in search of food. On a sunny beach, Conan O'Brien has his head first spiked and then bitten off by the Sharktopus. Unsuspecting volleyball players knock his severed head around as it continues to squirt blood. Running out of options, Symes and his head bodyguard Hamm (Rib Hillis) learn of the new Sharktopus' existence when they pick up Lorena to help them. After fitting it with a neural remote to control its actions, Symes and Hamm pit the two fearsome fusions against each other in a battle to the death.