Tarver (Steve Railsback) is a crew member on board ''Pandora'', a freight transport carrier headed toward Earth with a desperately needed new energy supply, a strange substance called "Thanatos". ''Pandora''s captain, Darian Holoway (Alexis Zibolis) was recently promoted after the death of former captain Rubini (David P. Johnson). Some of the crew are suspicious of the Thanatos. Approaching Earth, the ship diverts to respond to a distress call from the spacecraft ''Diana''. The ''Diana'' appears abandoned until the discovery of four nurses from the ''Diana''s medical facility who claim to have survived a pirate attack. The nurses are actually the pirates and they attempt a takeover of the ''Pandora''. During the struggles, the Thanatos container is ruptured and fluid spills onto one of the pirates. She mutates and becomes a "plaguer". One by one, the pirates and the ''Pandora'' crew become infected, as the Thanatos becomes strong enough to take control of the ship and head it straight toward Earth.
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