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Plot[]

Mala and her friend Senn are young creatures of an alien race that inhabits Terra, a peaceful, near Earth-like planet that is part of a star system in the Milky Way galaxy and has a rich and advanced culture.

One day, a large, mysterious object partially blocks the Terrian sun, piquing the Terrians' interest. Mala, who is inventive and headstrong, goes against the Terrian rules that ban the development of new technologies without the approval of the ruling council and creates a telescope. She takes it outside the city and uses it to view the object. Recon ships emerge from the large object, come down to the city and start abducting Terrians. Some willingly offer themselves to the spaceships mistaking them as their new "gods".

After Mala's father, Roven, is abducted, she lures a ship into a trap, causing it to crash. She saves the pilot, a human named Lieutenant James "Jim" Stanton. After his personal robot assistant, Giddy, warns Mala that Jim will die without oxygen, absent on the planet, she scavenges suitable plants and creates a tent in which Jim can breathe. In exchange, Giddy teaches her human language. Jim awakes and finds out his ship is damaged beyond repair. Giddy tells Mala why the humans have come: centuries beforehand, both Mars and Venus were terraformed and colonized by humans for their natural resources. 200 years later, the planets demanded independence from Earth, to no avail. This dispute escalated into a violent interplanetary war that rendered all three planets uninhabitable. The mysterious object in the sky is The Ark, a generation ship containing the remnants of the human race, traveling for several generations in search for a new home. They arrived at Terra, and gave it its name. Mala agrees to fix Jim's ship, so she can go with him to save Roven. When Mala, Jim, and Giddy return to the crash site, they discover the ship has been moved.

The trio tracks the ship to a secret underground military facility where the elders and Doron, the leader of the council, secretly retain the military technology from prior conflicts. After infiltrating the facility and fixing the ship, they fly to the Ark. In it, the commander of the human army, General Hemmer, takes over the Ark in a coup, and declares war on Terra. Mala finds Roven, but gets detected. A fight with the guards starts, in which she gets captured and Roven, while trying to keep the humans away from him with a laser, unintentionally causes a decompression that kills him and the men. Hemmer tells Jim his goal is to turn Terra into a new Earth. He will drop the Terraformer, a huge machine capable of creating an Earth-like atmosphere onto the planet's surface, annihilating the Terrians in the process. To test his loyalty, Hemmer creates a scenario in which Jim has to choose between killing Mala or his younger brother Stewart. Jim saves Stewart, while discreetly ordering Giddy to rescue Mala by breaking the glass and help her escape back to Terra. Hemmer orders Jim to join the space-fighters in charge of defending the Terraformer, while he personally supervises the mission within the machine.

Doron and the Terrian elders allow Terrians, along with Mala, Senn and Giddy, still under Jim's order to protect her, to defend their planet with their stockpile of military tech, but are hopelessly outnumbered with an unexpectedly large amount of opposing fighters. The humans drop the Terraformer onto the surface and it begins to poison the planet with oxygen. As the machine is close to completing its objective, Jim finds Mala fighting Stewart in retaliation for shooting down Senn. Realizing the immoral decision in killing the Terrians, he turns back to destroy the Terraformer with missiles, killing a betrayed Hemmer. Mala, Giddy and Stewart steer away from the fireball in time, but Jim's critically damaged ship fails and is consumed, accepting to dying in peace. The Terraformer's scorched skeleton collapses, leaving only one leg standing in its wake.

At the end of the movie, Humans and Terrians agree to live in peace. Having abandoned the Ark, they establish a colony on the planet, where a statue of Jim is erected in honor of his heroism, to Mala, Senn, Stewart and Giddy's comfort.

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