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The colony of Titan 2 comes under threat as a strange meteor crashes nearby, damaging outer air purification units. The commander, Rex Morgan, heads a team to repair the units before the air is depleted. They fix the units but discover the meteor isn't all it appears to be. Within it is a race of aliens bent on capturing the base and using the occupants for food, before taking a Titan 2 ship to earth to feed their hunger and set up a path for their race to conquer earth. The battle for Earth's freedom begins on Mars.