- Moonbase Alpha is attacked and devastated by warships from a nearby planet. With half of its population dead Alpha can no longer survive. Commander Koenig and Dr. Russel go to the alien world to plead for the survivors, but the inhabitants wish no one to disturb their serene existence.—Anonymous
- The moon comes within flying range of an Earth-like planet which the Alphans immediately intend on colonizing. However, their sensors indicate sophisticated structures. Attempts are made to communicate with the inhabitants, but there are no answers to their transmissions.
Without warning, three spaceships appear almost out of nowhere, heading for Moonbase Alpha. The ships are not of alien design; they're "Hawks" from Earth that were purposed for combat. Again, there are no answers to their communication attempts. Commander Koenig (Martin Landau) orders Alan Carter (Nick Tate) to lead a fleet of Eagles to intercept the Hawks. The base goes into Red Alert, then Commander Koenig issues a base-wide announcement informing the hundreds on Alpha of the current situation. The Hawks are faster then the Eagles, so the Alphans must act swiftly. As soon as the Hawks were in firing range, Koenig gives Carter the firing order. Each of the three Eagles choose a target and all three Hawks are destroyed. As the Main Mission personnel are celebrating, having observed the proceedings on the Big Screen, a second set of Hawks is detected, approaching from another direction. As the new Hawks move in on the base, the Alphans realize they're at war. Three Eagles are launching to join in the battle, but two are wiped out still on the launch pad. The third is annihilated while flying over Alpha, causing some internal damage inside Main Mission. The Hawks continue to blast the base. One of the base's end sections experiences explosive decompression, sucking three Alphans out into the space vacuum. The Hawks then move away to prepare for another assault wave. Koenig orders all non-essential personnel to escape to the deep shelters as Carter leads his fleet to engage in battle with the Hawks. Two of the Eagles are blown up, but Carter outmaneuvers the enemy, destroying two of their ships. However, Alan's Eagle is hit by debris, so he cuts the ship's power to "play dead" to give him some time to assess the ship's damage. The third Hawk heads back to Alpha on a strifing exercise, inflicting incredible damage, including decimating the base's Medical Department, sending Dr. Mathias (Anton Phillips) to his death through a shattered window. The lone Hawk then heads back toward the planet.
Sandra (Zienia Merton) alerts the Commander of a new contact; an enormous ship which dwarfs the Hawks, heading toward Moonbase Alpha. The mammoth ship's flight path takes it right into the firing sites of Carter's seemingly-dead Eagle, which Alan takes complete advantage of. The enemy craft is engulfed in an immense explosion from the Eagle's laser which rocks the base.
After Carter returns to base, Koenig convenes a meeting to hear the bad news. Reports state that there are 128 dead, and the base is unable to sustain life beyond eight days. Koenig decides that their only chance is to meet with the aliens and try to secure a place to live on the planet.
Commander Koenig and Helena Russell (Barbara Bain) travel to the alien world in an unarmed survey Eagle. Once the Eagle arrives near the alien's city, they lose contact with Alpha, then a voice announces that the ship has been brought under their control. The Eagle lands on a platform next to an elevator taking the Alphans down to the alien's control center. Two aliens materialize inside glass booths - one male and one female (Anthony Valentine, Isla Blair) - ordering the Alphans to state their case. Koenig and Helena explain why they're there, but the emotionless aliens refuse to allow the Earth people to live on the planet, who they regard as "a contaminating organism, a plague of fear". The Alphans learn that the war ships were created out of their own minds, and their own fears, and those fears would destroy the alien's world. The Alphans are to die on Moonbase Alpha. Koenig violently smashed some nearby equipment, causing the aliens to strike him dead with an energy weapon.
Meanwhile, the Alpha personnel are preparing to evacuate to the planet per Koenig's previous orders.
Helena has been "entombed" inside one of the alien's glass booths and is told not to be afraid. The aliens then share their amazing thought power with her, which carries out her wish that Koenig was alive. The Commander revives, then discovers there's a force field surrounding Helena's booth. He races to the Eagle to collect reinforcements. The aliens are aware of Koenig's plans. Helena's trapped inside her booth, but the aliens tell her that she's free to leave here if her mind can find a way.
Koenig docks his Eagle with Carter's, who was ahead of the evacuation group. Koenig takes control and speeds Carter's laser-equipped ship toward the planet. Enormous waves of energy emerge from the planet which plays havoc with the Eagle. Koenig and Carter eject as the ship is destroyed. Carter's lifeless body drifts away as Koenig floats through space, knowing he's next as soon as his suit's oxygen is depleted.
The aliens explain to Helena that they have created, over generations of time, an immortal mental force that they refer to as a "brain", in which they're all linked to. They have conquered their fears and all live in perfect harmony. They invite Helena into their "brain" and she too feels the bliss, but it also enables her to learn of Koenig's plight. She uses the power to cause Koenig to appear on the planet, and he finds himself once again in the alien's control room. He immediately fires his laser at the male alien's glass booth. It explodes, which causes a chain reaction through the whole building. Helena has been thrown from her booth, and as Koenig tends to her, there's destruction all around them which has spread through the planet itself. The entire alien world disrupts into a massive mushroom cloud...
We are brought back to the beginning as Carter is leading his Eagles toward the first set of Hawks. Whereas the first time, Koenig had given Carter the order to fire, this time he tells Alan to hold his fire. Koenig is just as surprised as the others to hear those words come out of his mouth. Suddenly, the three Hawks vanish. As the Alphans attempt to make sense of it, an alien voice rings out explaining that in a moment of time, the Alphans have been shown the consequences of a decision they hope the Alphans will not make. Nobody understands except for Helena. She remembers her experience on the planet. Koenig vaguely remembers, and realizes that the aliens pose no threat as long as their world is not approached.
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