Deep in space, millions of miles from planet earth two crewmen Payton (Dennis Quaid) and Bower (Ben Foster) awake from a hyper-sleep aboard there space craft. None of their equipment functioning and their memories in similar condition, they try piece together what has gone on, they find they are not alone and there new friends are not that friendly killing passengers as they roam on board. Payton and Bower realize one thing, the fight for the future of man kind is in their hands.