Xtro 3: Watch the Skies is a 1995 American science-fiction horror film directed by Harry Bromley Davenport and starring Sal Landi, Andrew Divoff, Karen Moncrieff, Jim Hanks, Virgil Frye and Robert Culp. It is the third installment in the series after Xtro and Xtro II: The Second Encounter, and is once again unconnected to the previous ones, other than through its alien intrusion themes. In it, an alien seeks revenge for experiments conducted by the American government on one of his fellow aliens forty years prior.