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The film opens with the Russian space station Mir being struck by a powerful electrical surge, which is then transmitted to Russian research ship. The ship is disabled and all on board apparently abandon ship. A tugboat, captained by Robert Everton (Donald Sutherland), loses its uninsured cargo, which was the captain's last chance to get out of debt. The tugboat crew happens upon the derelict and decide the ship, loaded with valuable electronics, would be worth a small fortune in salvage. However, they find a surviving female crewmember, Nadia Vinogradiya (Joanna Pacula), ruining their chance of salvaging the ship (it would have to be completely abandoned for their plan to work legally).

The crew finds all the transmission equipment totaled, and decide to restore power so they can move the ship, despite Nadia's protests. Soon after, they begin finding strange robots crawling through the ship. Stranger still, they encounter more former crewmembers, converted into cyborgs in a manufacturing complex in the lower levels. Realizing that there is an intelligence behind this, the crew manages to work together an interface to speak to the alien intelligence. After a brief conversation about what it desires, the alien identifies various human organs and other such cell structures: it has concluded that the humans are the virus, good for little else than spare parts. Kelly Foster (Jamie Lee Curtis) reasons that the ship must be destroyed, as does most of the crew. Richie Mason (Sherman Augustus) loses his sanity and locks himself in the weapons room. Everton, unwilling to give up his salvage, bargains with the alien, willingly submitting himself to be converted into a cyborg.

Everton attacks alien Foster and Baker (William Baldwin), but is killed by them. However, the alien, inhabiting a large robotic construct, the Goliath Machine, begins to pursue them. Nadia sacrifices herself in an attempt to destroy the robot, but fails. It pursues Foster and Baker to a missile deck, where they encounter Mason. The two escape on a rocket sled construct Mason was working on while he, fatally wounded, stays behind and makes sure a huge bomb explodes, destroying the entire ship. Foster and Baker escape the explosion, the sled parachuting them into the water.

The film ends with Foster clinging to a piece of floating debris. She spots Hiko floating nearby, lifelessly, head hanging down. She swims over, and lifts up his head, only to see his face is nearly torn-off. She turns away, only for Hiko's supposedly lifeless corpse to reach out and attack her. Foster wakes up screaming, and realizes she was merely dreaming, as she is safe on a rescue helicopter with Baker.

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