Lt. Roger Stanberry, piloting an old space freighter finds himself in the mists of an intersteller war against hoards of bloody axe swinging aliens who over run Earth outposts after a young federation pilot mistakes an alien cruise ship for a gunship and blows it to pieces. Roger falls in love with a female federation pilot and together they battle the aliens and discover their home planet. After refusing admiral orders to bomb the planet, they are arrested only to escape to prove their knowledge of eliminating the alien threat to Earth.