On a planet inhabited by Arachnids, a squad of soldiers find themselves pinned down and surrounded on all sides by Arachnid forces—even with their new laser gun technology and assistance from psychic soldiers, the Arachnid assault overwhelms them. General Jack Shepherd (Ed Lauter) decides to make a last stand with four of his best soldiers to allow the majority of his surviving troops to escape. The plan works and the soldiers escape, including Sergeant Dede Rake (Brenda Strong), psychic Lieutenant Pavlov Dill (Lawrence Monoson), Private Jill Sandee (Sandrine Holt) and her lover Private Duff Horton (Jason-Shane Scott), and Private Lei Sahara (Colleen Porch). Despite reaching relative safety, the team is whittled down by deadly storms and arachnid ambushes—including the only member of the platoon with a radio, Corporal Thom Kobe (Brian Tee). Lieutenant Dill is unable to command his soldiers as he receives traumatic visions of utter annihilation. He takes his anger out on Private Sahara, who is revealed to have been psychic but lost reliable control of her psychic abilities during puberty.
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