Luc Devreux and Andrew Scott are US soldiers who kill each other in Vietnam when Devreux interferes with Scott's slaughter of a friendly village. Listed as MIA, they are actually flash-frozen and shipped to a top-secret facility where a team of scientists led by Colonel Perry turn the two, along with other select specimens, into super-soldiers known as "UniSols." While helping foil a terrorist takeover of the giant McKinley Dam, Devreux starts having flashbacks to his former life, and makes a break from his colleagues. The increasingly human Devreux teams up with TV reporter Veronica Roberts, while they are chased across much of the Midwest by Scott, and also by Perry and the police, who capture them long enough for Scott to find them. After a chase, thinking that they killed Scott in a truck crash, Veronica takes Devreux home to his parents in Louisiana, only to have Scott catch up with them for a brutal confrontation.
After the terrible events of the original Universal Soldier testings, the budget has been slashed by the government. Under the orders of a CIA director, a gang of mercenaries take control of the new line of Universal Soldiers and try to use them into helping to smuggle diamonds to the highest foreign buyer. When Luc Deveroux, survivor from the first incident, continues to cause problems he newly found younger brother is taken prisoner along with his news reporter friend Veronica Reynolds.
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Luc Devereaux and Veronica Roberts continue their attempts to expose the Universal Soldier unit. But after a hostage situation mistakenly leaves Veronica a fugitive, the two escape the city and go into hiding. CIA Deputy Director Mentor and Dr. Walker are also in the middle of literally 'growing' a powerful new Universal Soldier clone of Luc's brother Eric to assassinate him and Veronica. Now it may leave Luc no chance to end it all.