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( recording playing in various languages )

Recording: You're all that's left of us.

Good luck.
God bless.

And Godspeed.

Bower.

( groaning )...

'In the event of mild memory loss...

...resulting from extended hypersleep...'

( clicking )...

...( grunts )

Lieutenant.

Lieutenant Payton.

( silent )...

...( grunting )...

...( panting )...

...( rumbling )...

...( rumbling stops )

Hey. Hey.

( screams )...

...( gasping )...

Who are you?
- I'm Bower.

Corporal Bower, sir.

Bower?
Bower?

You're waking from extended hypersleep.

Bower?
- This is disorientation.

Could you get that
fucking light out of my eyes?

Sorry, sir.

( groans ) Where are we?

Aboard the Elysium.

The Elysium?

Where are we?

I don't know.

Where's the rest of the crew?

Is it our shift?

Our rotation?
- I believe so.

Aren't they supposed
to be here to wake us up?

I don't know.

Hit the lights, will you?

There's a problem with the power, sir.

( groaning )

Who woke you up?

It had to have been the flight computer.

There's no one here except us.

It's cold.

I've been awake for over an hour
and I still can't remember anything.

The last time I crawled out of a hyperbunk...

...it took me quite a while to get it all back.

What was your-...

...what was your last flight, sir?

I don't know.

Sir, do you even know where we're going?

I remember the training,

but not the destination,
the mission.

I figured you'd tell me.

Payton: If this really is our ship,

then this room should
be locked into position...

...and behind that door
should be the bridge.

Jesus.

Somebody was trying to get out.

Lieutenant.
- ( blows )

None of the activators are working.

Yeah, it figures.

Without unified threading we can't connect.

Hold on here.

We can at least get this station to work.

( humming )...

...( laughs )

I didn't even think of that.

( chuckles )

All right. Jesus.

Lieutenant Payton on the com.
Anybody copy?

This is Lieutenant Payton of flight team-

Shit.

5.
- How do you know that?

This is Lieutenant Payton of flight team 5.

Anybody copy?

Anyone respond.

This is Lieutenant Payton of flight team 5.

Anybody awake up there?

Team 4 is supposed
to be here for flight rotation.

Where could they be?

Maybe they couldn't get to us.

Where did he go?

( rumbling )

Power systems must be free floating
between uncoupled circuits,

or something the override grid
won't even lock in.

What do you think?

( rumbling stops )...

...( clanking )

Somebody's up there.

Uh, it's ventilation.

The system keeps rebooting
after each surge.

That could be anything.

Listen, I think we should get out of here.

I'd rather be up and out
than stuck in the trunk, wouldn't you?

Test test.

Payton: Copy.

Lift me up.

Our 2nd lieutenant must
have come through here.

It's the only way.

It's fucking dark in here.

Payton: Don't worry.
Just take the first way out.

I'll guide you back here to open
the doors from the outside.

How are we doing?

See anything?

Nothing yet.

Not a single vent opening or anything.

What about on your end?

( rumbling )

Power surges keep happening
in longer increments just like you said.

Reactor timing is offset in the core.

It's trying to reconnect.

But it won't until it's reset.

Payton: How do you know that?

I don't know.
I can't even remember my- Jesus Christ.

But I know everything there is
to know about that damn reactor.

Payton: That's the training talking.

You must be our technical engineer.

( rumbling )

Found an intersection.

Copy that.
Anything look promising?

A whole lot of the same- nothing.

Taking a left. Make a note.
- Payton: Left it is.

( clanging )

Payton.

Payton.
Payton, do you copy?

I don't know if I'm going in circles.

And, um, I can't breathe.

Payton, do you copy?

Payton: I'm here. I'm here.

Easy now, easy. Breathe.
Just listen to me.

I just want to stand up.
- Calm down.

I can't breathe.
- Stop it and listen to me.

Now let's just get you back here.
- Back?

Are you fucking kidding me?
I can't even turn around.

Do you know how far I've gone, Payton?

Listen to me.
- I just want out of this fucking thing.

Payton: Put your mind somewhere else.

Like where?

This may not be the best time to tell you,

but I got the door open.

You fucking kidding me?

Yeah, I'm kidding you.

( laughs )

You see?
Now that's not so bad.

We're gonna get you through this.
We're gonna figure this out together.

You hear me?
- Uh-huh.

You spent eight years in the hyperbunk.

A couple of more minutes
in a shaft won't kill you.

Eight years?

I do remember two years
being our duty rotation.

If we're team 5, that means
we've been out for eight years.

I don't think you're here by default.

You were a select pick.
We all were.

This was something special.

Someone's been through here.

Wait a second.
- What's wrong?

I'm at an angle.
Oh shit, I'm at an angle.

I'm at an angle.

( groans )

Bower, what happened?

What is it?

Bower, are you hurt?

( groaning )

Bower, what happened?

I can hear you breathing.
Are you all right?

( groaning )...

Can you hear me?
- ( breathing heavily )...

...( groans )

Bower, are you all right?

I've- I've found Cooper.

He's dead.
I'm in a boot locker.

( rumbling )...

...( groans )

Bower?

You all right?

Make that an overhead compartment.

Payton, I got out.

( static )
- Payton?

Bower, do you hear me?

Do you read?

( creaking )...

...( panting )

Payton, are you there?

Payton, can you hear me?

Payton, do you copy?

( Lights crackling )

Payton?

Corporal, can you hear me?

( clanging )...

...( grunting )

Hey.

Hey, I need to talk to you.

Wait. Stop.

Don't run again, okay?

I don't care if you were stealing or anything.

I just want to ask you a couple questions.

How are you awake?

Hello?

Hello.

What, are you fucking deaf?

Hello?

Jesus.

( speaking German )
- What?

Don't move.

Wait. Wait a second.
I'm with the flight crew.

Don't you move.

Really, I'm part of the flight crew.

Take them off.
- What?

Shoes.

I'll gut your ass.

( gasps )
- ( roaring )...

...( growling )...

...( roaring )...

...( crunching )...

...( roaring )...

...( panting )

What the?

( growling )...

...( roaring )...

...( sniffing )...

...( growls )

Payton: Bower, do you read?

( roaring )
- ( gasps )

God damn it, answer me.

( growling )

Payton: Bower, do you hear me?

Do you read?

( Bower whispering )
You are not hearing me.

There's no procedure for this.
They can't write a book for this.

After what I just saw, procedure
just went out the fucking window.

Payton: Listen, I need you to calm down.

You're all we've got out there
if we're gonna figure this out.

Let's get back to these- these other guys.

Guys?
Those weren't guys.

They were hunting.

They- they took Cooper's body.

Just Like a fucking pack of-

They didn't seem human.

We have to try and contact the bridge.

You're assuming that there
is someone on the bridge.

There has to be.

We can't be alone in this.

Well, alone or not,

we can't assume help will be coming.

Out here there is no rescue
and there is no turning around.

I don't think this thing
was even built to return.

What are you talking about?

I'm saying that this is no ordinary transport.

We're not out on the belt collecting data.

We're not hauling cargo.

We are the cargo.

60,000 people on a single launch trajectory.

Tanis.

Man on TV:
25 billion people watched in awe.

These breathtaking images
of Tanis arrived...

...from the Popolous probe and were
broadcast yesterday.

These were taken as the probe
was entering the orbit...

...of the only Earth Like
planet known to exist.

People of the whole world are watching
as the probe sent into space...

...is transferring data exceeding
even the most optimistic expectations.

We knew to expect water on Tanis.

We knew to expect
reasonable temperatures.

But the questioned remained-...

...will this planet meet the extremely
complex and unlikely combination...

...of parameters to support life
as we know it?

The probe has touched down
on the planet six days ago.

It's sending off its first transmission...

...that is expected to
arrive any second now.

( man speaking over radio )

Ladies and gentlemen,

this is an unprecedented
moment for all mankind.

Are we seeing this?

First detection as we had hoped.

This needs to be verified,
but it appears...

...some form of plant life is present.

My God, life on Tanis.
There is life detection.

We have habitat detection.

Verified, this is a monumental
day for all of us.

Only a matter of time before
we send people out there.

Processing and population.

We're a settlers vessel.

Elysium was a one-way ticket.

How could I have...

...left her?

How could I have done that?

I loved her.

Payton: We've got to get to the bridge.

We've got to get control of the ship
before these guys rip it apart.

This is too fucking important.

Payton, where is your wife?
- What?

Do you remember the recruitment?
The breeding tests,

the husbands, the wives?

We didn't leave them behind.
They're here somewhere onboard.

I've got to find her before
these fucking animals do.

Try to think.
Where would they be?

A sleeping compartment
for non-service personnel?

Wait, hold on.
Think for a second.

I remember there were thousands
of passengers that weren't part...

...of the development team. Families.
- You listen to me.

You know how big this ship is?
And you have no idea where your wife-...

...where our wives might be.

If you go off on some wild goose chase...

...we're gonna be no closer to getting
ourselves out of this situation...

...and with even less time
to regain control of the ship.

Once we've taken control of the systems,
finding them will be easy.

Are you hearing me?

We save the ship,
we save them.

Security locker.
- What?

Non-lethal antiriot guns.

Payton: Close up they'll do some damage.

( humming )

All right, I'm gonna lay out a path for you...

...and try to bypass the main security grids.

Without main power
we'll never get these doors open.

Listen, if you can get me to the reactor bay

I can reset the cycle manually.

Payton: You know how to do that?

Yeah.
- It's a long way.

Gonna have to get you past
a few security bulkheads.

With a little sidestepping,
we're gonna get you there.

Oh, for Christ's sake.
Delta 81643 Lima.

Okay okay, hold on.

I don't want you going too far.
Just catch your breath.

I don't need a rest.
Just tell me which way.

I don't know yet.
Hold on.

Payton.

Pandorum, you ever felt the symptoms?

Of all the things to remember,
why would you pick that?

Were you thinking of the Eden mission?

What about the Eden?

You just had to remind me of the biggest
fucking catastrophe in space travel.

The flight cautionary tale from hell.

I remember.
Didn't they have some kind of...

...hypersleep malfunction?

Payton: Two years into their shift
one of their officers...

...had a psychological breakdown.

The doctors refer to it as ODS syndrome.

But the pilots,
we call it pandorum.

It drove him insane. He became
convinced the flight was cursed.

Evil.
- Bower: What did he do?

( alarm blaring )

Payton: He evacuated the ship.

He launched them all into oblivion.

5,000 people sent to their death...

...with one push of a button.

Bower: At least we didn't wake up
floating away in a coffin.

Payton: Who says we didn't?

Which way?
- Left at the third marker.

Just two more levels up
and we're on the main walkway.

Should be easy from there.

This can't be right.

What's not right?

I don't know if I'm hallucinating.

What?
What's going on?

I've seen this before.
This is a-...

...this-...

...this is a different one.

It's booby-trapped.

Rigged the ceiling.

Payton: Be careful.

No. No.

No.

Quiet.

Quiet. Shh.
- ( panting )

We have to shut the hell up.
Do you understand?

I'm gonna get you out of this,
but you have to be quiet.

You understand?

Payton:
Bower, you sure this is a good idea?

Watch yourself.

He's team 6.

That's the shift unit
that's supposed to follow us.

Payton: He could be-

Quiet. Quiet.

Easy. I'm not gonna hurt you
but you have to be quiet.

Do you hear me?

Shepard, team 6, sir.

I believe I'm the only one.

I knew it.
I knew you'd come back.

What?
- Where's your squad?

Squad?
This is my lieutenant.

Where's your shuttle?
- Shuttle? What are you talking about?

You're the retraction crew, right?

No. No.
I'm team 5.

You just woke up?
- Six or eight hours ago.

So you don't know
what the fuck is going on?

That's what I'm saying.

You know as much as me, man.
- I don't know anything.

You, you're gonna fit right in.

What are you doing?

Get the scent off.
- Scent?

They're fast and they're fucking
stronger than you know.

They come after you, you run.
You run and you don't fucking look back.

I can't wait for you.

Who- who are they?

I can't help you.
- Help me.

Payton: Bower, you tell that asshole
the chain of command...

...and a direct order is being made.
- You're still an officer on this ship,

and at the current time
your CO is ordering you...

Ordering me? That's funny.
- ... now is ordering you-

You're late.
There's no fucking CO on this ship.

Fuck you.

( roaring )...

...( whimpering )

That's not gonna save you.

( snarling, growling )

Payton: Get the hell out of there.

Get out of there.

Ah.

( roaring )...

...( whispering ) Go.

( screaming )...

...( thuds )...

...( groans )...

...( roars )

Just run.
Go.

( screaming )...

...( winces )...

...( roaring )
- ( screams )...

...( speaking Vietnamese )...

...( speaking Vietnamese )

I don't understand.

Thanks.

I- I don't understand.

I don't know what you're saying.

I- I don't understand.

Agriculture.

You're with agriculture.

Yeah.
Yeah, I'm with the flight crew.

But I don't know-
I don't know what happened.

Yeah, I know that,
but I'm not in charge here.

I'm trying to find out
what happened to the ship.

S- ship.

Ship.

I'm on my way to the reactor.

Reactor.

Reactor, that's right.
Exactly right.

But that doesn't concern you.
You stay here.

You stay put and wait for the...

...security to reengage.

And I'm gonna handle this problem.

Okay?

( electricity crackling )...

...( grunting )...

...( groans )...

...( panting ) God damn it.

( clanking )

Who's there?

( roars )...

...( clanking )

Identify yourself.

Bower?

Is that you, Bower?

That can't be you.

( shouts )
- ( grunts )...

...( groans )

You again.

( pulsates )

I understand that it's felt

Like every man for himself.

If we're going to get out of this...

...a little fucking solidarity...

...goes a long way.

We all want to survive,

right?

I lost contact with my CO.

So I need someone to tell me
how to get to the reactor.

You know?
That's great.

All right, we can work together...

...as a team.

( roaring )...

...( speaking Vietnamese )

Go.

( speaking Vietnamese )

Yeah.

Yeah well, no sympathy here, pal.

She left me with a few sore spots too.

Why the hell should I trust you?

Listen, lady, we don't want any-
- Are you really part of the flight crew?

Corporal Bower,
ship's mechanical engineer.

I didn't think there was any flight crew left.

What's happened to us?

A malfunction of some sort.

You think?
What's your plan?

Fire up the reactor.
Go from there.

You just wake up?
- Yeah.

Just joined the party.
- You'll never make it.

Why is that?
- You're going the wrong direction.

Wait a second.
- Keep it down.

Who are you?
- Nobody.

I need you to show me the way.
- To the reactor?

I don't Like going that far down.

No one ever comes back.

We don't have much time.

We could lose everything onboard.
Do you know what I'm saying to you?

Can you fly it?

Can you fly the ship?

Land it if you have to?

Yeah.

How long have you been awake?

Don't know.
There's no way to tell time in here.

Five, maybe six months.
- Months?

Quiet.
You want to get us killed?

( roaring in distance )

What are we doing?

We are waiting.
- Waiting for what?

You want to get to the reactor?
Then trust me.

( speaking Vietnamese )...

...( roaring in distance )

Oh shit.
Hey, we have to go.

Trust me.

We've got to go now.

We've got to go now.
- Wait.

( roaring louder )
- We've got to go now.

( rumbling )

What the hell are they?

Never quite felt Like sticking
around to find out.

Running is always the best option.

They can't be from this ship.

What is all this?

Ecological development.

Embryonic charter, livestock
and wildlife repopulation.

You live here?
You protect all this?

To us it seemed worth protecting.

Us?

When I woke up,
there were five if us.

I was part of the Brandenburg Institute's
genetic sampling team.

Seven years collecting
and readying earth's biosphere-...

...just didn't feel right handing it off.

I volunteered to go along with it.

This...

...truly is Noah's Ark.

This archive holds the world
we are going to live in.

We've already lost about
30% of the specimens.

The lab has its own generator,
but without the reactor working,

I don't know if they
will ever make it to Tanis.

Tanis.

You couldn't remember?

I couldn't remember how-...

...how far away it was.

This was a 123-year flight.

Consider yourself lucky.

It took me months to recall.

It took even longer to get
that goddamn door open.

It comes on in pieces.

I know everything about this vault
and its systems.

But I still can't remember where I grew up...

...or my brother's name.

Are you hungry?

Yeah, I'm starving.

Here.

Good for protein.

How could we become Like this
in only eight years?

This ship was built to outlast
our childrenï¿½s children.

I think we've been asleep
longer than you think.

( clanging )

You want in?

Come and get it, you fuck.

Help.
Help me.

Help.

Who the hell are you?

I'm part of the flight crew.

Please help me.

You're all right.
You're all right. Easy.

( whimpering )
- Hey, hang on.

Hang on.
Who are you?

What's your name?
Can you hear me?

Gallo.

Gallo? Is that it?

Corporal Gallo?

Yes.

Where'd you come from, Gallo?

From the-...

...from the bridge.

Bridge?
What happened?

Where are we?
Can you tell me?

( whimpering )
- Corporal.

Tell me.
What happened?

Bowen: Where are we?

Hypersleep chamber,
personnel.

Careful.

And don't slow me down.

Bower: Most of these are empty.

Where the hell is everyone?

This is their main hunting ground.

Keep moving.

Hey, my wife could be in here.

She's a development settler?
Engineer?

No, she's not part of the crew.
But spouses were brought with.

She's not here then.

Do you know where
the family members are?

Quiet.

We have to keep moving.

We don't want to stay
in the open for too long.

Especially in here.

We have to get going.

We can't just leave him.

Fuck that.
He's hunting.

You wait for him?
Good luck.

Wait.

( metal creaking )...

...( gasps )...

...( metal creaks )...

...( sputtering )

You all right?

I'm all right.

( gagging ) Oh God.

There must be hundreds of them in here.

( roaring )...

...( rumbling )

Where did they go?

We have to get out of here.

( roaring )
- ( gasps )...

...( roaring )...

...( roaring )
- ( groans )...

...( shouting )...

...( shouts )...

...( groans )...

...( shouts )
- ( roars )...

...( roaring )...

...( growling )...

...( bangs )

We should run.

( roars )
- Go.

What are you doing?
- We can't leave him.

( screaming )...

...( roars )

Bower, do you copy?

You out there?

Flight team 4.

What are you doing?

Just checking you.

For what?

Make sure you're okay.
You passed out.

You were hysterical.

Who the hell are you?
- I'm Payton.

Lieutenant Payton.
- You're a lieutenant?

You're team 4.

You're supposed to be my predecessor.

You said you came from the bridge.

Yeah, so?
- So where the hell are we?

I can't get any navigation in here.
- I don't know.

Well, what did you see?
How did this whole thing get screwed up?

Listen, I am not a navigator.

The stars all look alike.
- Take it easy, all right?

Just want to make sure you're okay.

I'm fine.
- Is that your blood, Corporal?

Some of it is, sir.

Who else's blood is it?

There was something wrong with them.

Something wrong with who?

Your crew?

It was pandorum.

I had to defend myself.

I did.

Pandorum?
Both of 'em?

You don't believe me, do you?

If you would have seen them...

...you would have done the same thing, sir.

( water splashing )

I thought you knew where we were going.

I was trying to save our asses.

( speaking Vietnamese )...

...( roaring in distance )...

...( speaks Vietnamese )

Whoa whoa, easy, okay?

No weapons.
No weapons.

Excuse me.
Just please, come.

Come in.
Okay.

Please, make yourselves at home.

You live here?

Who said that? What?
- You live here?

I know it's not much to look at.

But...

...they can't get in here...

...unless I want them to.

Why would you want them to?

I had no idea there was any crew left.

Have you met any other flyers?

No.

Not in a long long time.

Why don't you come on
down so we can meet properly?

You think I survived this long
trusting strangers?

Wait.

I have a question for you.
Where you got to be?

Reactor bay.
Know how to get there?

Yeah, I do.

Why would you want to go to the reactor?

Oh, I get it.
I get it.

You just woke up, huh?
You hungry?

'Cause I can cook.

I really got a treat for you guys.

but I must admit it's really
difficult to season...

...when you're only using a motor oil base.

But if we use our imagination,

we got something here.

It kinda tastes Like...

...( sniffs )...

...herb and butter dogshit.

How long have you been awake?

Let me see- what's today?

Tuesday, so I have no idea.

Ah, well, let's eat, shall we?

( speaks Vietnamese ) It's kosher.

I'm a cook, you know.
Says so right here on my tattoo.

Is that safe?

Compared to what?

Those things out there,

could it have been something...

...that crawled out of your tank or lab
or something?

No, that's not possible.

Then it's some kind of life form
that got onboard.

Or something.

Or something that was already onboard...

...with us in the hyperbunks.

What do you mean?

I believe it's the accelerator.

The synthetic enzyme in
our feeding tubes...

...that would help our bodies
adjust and adapt...

...to the environmental conditions on Tanis.

From what I've seen,

these things have adapted
to the ship instead.

So you're saying that they're passengers
who have mutated?

That stuff in our blood is supposed
to jump-start evolution.

Well, why would they
be affected and we're not?

Maybe they've been awake
much longer than we think.

Longer than him.
- Huh.

You don't know what happened to us?
- You do?

Oh, I've been around for a while.

I know what I've seen.

What do you think you're doing?

What is that?

It's just a sedative to help you relax.

Then you take it and relax.

Take it down a notch.
We're on the same team here.

Do you know the symptoms of pandorum?

What?
- Orbital dysfunctional syndrome.

Pandorum.
- I've seen it before.

Ever witness the symptoms firsthand?

It's not something you can easily detect.

It starts with a shiver, an itch,

a slow boil-...

...the biological side effects
of flying deep space...

...feeding into paranoia.

And the paranoid
brain feeding the side effects.

A downward spiral.
A descent into madness.

There is no shutting off the heat
no matter what you do.

It'll boil over.

You don't believe me.

I didn't say that.

How could they both have had it?
The odds are insurmountable.

I wasn't about to question your actions.

We all know pandorum is greatly affected...

...by any substantial psychological trauma.

It has an emotional trigger effect.
- That's what they say.

How do you think you would react
if you knew the truth?

The truth about what?

Leland: Boom.
Oh, how the whole world cheered...

...to the thunder of
earth's mightiest creation-

Elysium.

One small spark...

...to ignite the heavens for the heroes...

...to venture farther and farther...

...than any of mankind's machines.

And we slept.
We slept a slumber so deep...

...that no one had dared before...

...as three little Indians
were left to mind the store.

Gallo: We were only into our second term.

All flight systems nominal.

I picked up symptoms
with my CO and 2nd lieutenant.

Mild symptoms. Nothing I thought
would become a problem.

Until we got the transmission.
- What transmission?

Leland: Mother Earth's final call.

All God's creation ending
with mere words of encouragement.

( garbled talking )

What does it say?

You're all that's left of us.

Good luck.
God bless.

And Godspeed.

Earth...

...is gone?

Poof.
Wiped away.

We ran a full sweep of the grid
and they were gone.

One day there,
the next nothing.

In one day?

It had to be nuclear or an asteroid.

Does it matter?

My fellow crew members
didn't take the news too well.

I wanted to wake the primary crew,

but my 2nd lieutenant
was already over the edge.

Leland: Three little Indians
with the burden to bear.

No more law.
Nothing left to care.

Just three little souls whose
destiny had become undone...

...because there was
chop chop chop chop...

...then there was only one.

One little Indian left.

They were my commanding officers,

men who had guided me through FT.

But it wasn't them anymore.
They were gone.

I had no choice.
- Corporal Gallo.

Leland: One little Indian left,
alone with all his doom.

He refuses to go to bed,
so what does he do?

He decides to stay up and play in his room.

What nasty little games he would play...

...with his slumbering prey.

He was slayer, he was master.

He was both God and the devil.

See, that's what some would say.
He would grow to manhood,

a self-proclaimed king.
- ( coughing )

Master of his own vessel.
Home to his own sin.

He just cast out all who had behaved.

Just exiled to the cargo hold...

...to fend amongst themselves...
- ( coughing )...

...and scavenge,
feeding off their own.

Evil grew.

The king no longer wanted to play.

So he returned to his bed of slumber.

And while the king slept,

a whole new world of evil grew...

...as we wept.

Gallo's voice: It starts with a shiver, an itch.

We all know pandorum is greatly affected...

...by any substantial psychological trauma.

It has an emotional trigger effect.

( rumbling )...

...( chains rattling )...

...( machinery humming )
- ( grunting )

What are you doing?

He's gonna fucking eat us.

It's not personal, guys.

It's just survival of the fittest.

Or maybe it's the brightest.

You understand what I'm saying?

You gassed us.
- Oh, yes.

And I'm sorry,
but I'm a little too old...

...and too tired for the honorable way
of hunting game.

You better make sure I'm dead...

...( shouting in Vietnamese )

You don't have to do this.
We have to save the ship.

Don't sweat it and save me the speeches.

I wouldn't have survived this long
if I had a heart.

You know, a strange thing,
the survival instinct.

I mean, there's nothing really left to live for.

Don't be fucking stupid.
I can save the fucking ship.

Question is,
what would be more stupid?

Trusting the ship will hold
to see another day...

...when it's kept me
alive for all these years?

Or trusting somebody...

...who's desperate enough
to say anything...

...just when I'm about to carve
a steak out of his girlfriend?

Listen to the ship.

What about the ship?

The power surges-...

...the reactor is in its final stage.

We have less time than I thought.

The final phase before shutdown,

before we lose everything...

...and everyone onboard.

If we don't reset it now,

everything is lost.

She has been all moody lately.

Very moody.

Hey, listen.

Hey, I get it.

What? You get what?

You did what you had to do.

You made it.
No one's gonna judge you.

No one's gonna judge you.

You are a survivor.

And right now we...

...have to reset the reactor.

How long before the ship dies?

The truth.

I don't know.

Take a fucking guess.

An hour. Less.

Well?
- We're in this together.

I need your radio.
We don't have much time.

Bower: Payton, do you copy?

Do you copy?
Can you hear me?

Payton, do you copy?
Can you hear me?

I'm here.
Where are you?

Storage tank somewhere below B level.

Midship sector 12, I think.

How the hell did you get all the way
to the other side of the ship?

The reactor is shutting down fast.

I need you to access the memory banks
from the last power surge...

...and run a Kolzer complex test.
- Accessing memory banks now.

Running Kolzer complex.

You're not gonna Like this.

Test says you have less than 47 minutes...

...before complete system failure.

That's not much time.
- How do we get you in there?

I need you to give us a path.
- Copy.

Move it.

( screeches )

No. It's a child.

Child?
That's no fucking child.

( screeching )

They are breeding.

Little bastard.
He went and got daddy.

( roars )

This is not gonna work.
There's too many of them.

We must be close to where they live.

Great.
Now we're fucking stuck here.

Gallo: What's so important
on the other side of that door?

The bridge.
We can take control of guidance...

...as soon as we get on the bridge.

How's that going to help?
This ship is dying.

We should be focusing
on how to save ourselves.

Oh, that's right.
The Boy Scout is going to save us.

He can do it.

24 hours ago he didn't know his own name.

Now you think he's ready to reconfigure...

...a nuclear reactor?

Leland: If they don't leave soon,

there's no point in even going.

What are you doing?

These are our families...

...from flight personnel.

They're all dead.

You think she's here?

No, she's-...

...she's not here.

How do you know for sure?

'Cause she wouldn't come with me.

She's not on this flight.

She left me.

( wind howling )

There was nothing left for me,

so I enlisted.

She's the reason why I left.

Well, then she saved your life.

That's very tragic.

But we've got to move on.
I'm sick of this shit.

For what?
- What?

For what?
- Shh.

They're all gone.
- Shh.

There's nothing left.
- Shh. Shut your fucking mouth.

There's nothing left to go back to.

You're wrong.

Hey, we were meant to go on.

And we were meant to survive.

And now it's more important than ever.

Leland: We're wasting time.

I remember.
- What?

Clock's ticking.

Payton's wife Marianne.

I remember.

Bower was right about one thing:

Once this thing shuts down
we are as good as dead.

What are you muttering about?

I'm saying once it's done we're done.

But we still have a way out of this.

You're suggesting what, Corporal?

We can launch ourselves in the pods...

...before the ignition systems
are completely dead, sir.

That's suicide.

We can buy a few days,

which is better than what we have left here.

Leland: The reactor is close.

You can hear it breathe.

Yeah, this is it...

...a descent into hell itself.

How long do you think that reactor
has been sitting there, huh?

That thing could melt down...

...when he tries to fire the core.

This ship could be ripped in half.

Stand down, Corporal.
We are not abandoning anything...

...and we are not leaving them behind.

We can't stay on this ship.
You know that.

I said stand down, Corporal.

That's an order.

( electricity crackling )...

Whoa.
- ( metal creaks )...

...( growling )

Christ Almighty.

( grunts )

Don't let go.

( beeping )

He's in.

We're gonna get ourselves out of this.

Trust me.
- Trust you?

How can I trust someone who
isn't even honest with himself?

We still have time.

You have to listen to me.
- Don't do that.

Don't do what?

Don't talk to me Like I'm some child
that needs reassurance.

Then calm the fuck down.

I know this ship and I know what
she's capable of better than anyone.

I know what she can and can't do.
Why are we even arguing?

If you want to stay here
to die that is your choice.

I gave you an order.
- Not mine. Not mine.

Corporal.

Who's the one being
irrational here, Lieutenant?

Who's the one being delusional?

I'm getting off this ship.
The flight is over.

Over.

( speaking Vietnamese )...

...( growling )...

Don't shoot yourself into space.
- Shut up.

I'm getting off this ship.
- Bower's going to reboot the reactor.

Shut up.

It wasn't the crew that was sick, was it?

Finish the code.
- Look at yourself.

You're the one with the symptoms.
- Finish it.

( pod humming )

What are you doing?

It's for your own good.

What the fuck are you doing?

You're not well.

You just need the proper treatment.

Let me out, God damn it.

Open it.
That is an order, motherfucker.

It's not your fault.

I will cut you to fucking bits.
Open it.

Open it.
I will carve you up.

Your mind has turned against itself.

You're killing us.

We are all going to die, Corporal.

Holy fuck.

( straining )...

Oh, shit.
- ( clanking )...

...( roars )...

...( roaring )...

...( shouts in Vietnamese )...

...( roars )

They're coming.

Hurry up.

Shit.

( howls )

Come on, come on, come on.

( humming loudly )...

...( computers powering up )

He did it.
Boy Scout did it.

You were right.
Now let me out.

I can help.

I'll help you.

What are you doing?

Are you still trying to get on the bridge?

You do not want to go in there, Corporal.

What are you gonna tell them, huh?

Bower will be coming back here.
- Shut up.

They'll know what you did.

( laughs )...

...( creatures roaring )...

...( growling )...

...( roars )...

...( shouts )...

...( screams )

Where do you think you're going?

Quiet.

Think about what you're doing, sir.

Shut the fuck up.

They will never let you get away with this.

Shut up.

They're everywhere.

Asshole.

( screaming )...

...( groans )...

...( cooing )...

...( grunts )...

...( screeches )
- ( gurgles )...

...( door bangs )

We both know who needs this shot.

Stay back.
- Who's the one suffering here, sir?

I mean it.

What do you want from me?

Your mind has turned against itself.

I'm gonna fucking carve you up.

( both grunting )

Who are you?

Leland: Ahem. Made it.

Whoo.

I was with your boy.

I helped him get all this started.

I see you're a flyer too.

( groans )...

...( pounding at door )

Ah.

Where's your lieutenant?

He's not my lieutenant.

Where are we?

What's happened to us?

The flight log...

...will tell us how long we've been out
and how far we've gone.

( gasps )

It seems...

...my mild memory lapse...

...has finally worn off, Lieutenant.

Who the hell are you?

Gallo, Corporal.

I was younger than you
when I first came onboard.

Funny, I can't even remember what life
was Like before this flight began.

It's all I have.

You're the one who received
the final transmission.

You stayed awake.
You broke the rotation.

You killed your crew.

How the hell would you know that?

Where are we?

Go ahead, take a peek.

( metal grinding )

You tell me.

What have you done with us?

You don't get it, kid.

There's no one left to judge.

Where are the stars?
Oh my God.

God?
You think God survived?

He's dead along with the rest of humanity.

There's no law or order,

no good or evil.
Just us.

And you think you're going
to be the one to judge me?

You want to take a shot at me?

You know what?
I just might.

You are suffering, son.

I can see it in your face.
I've been there.

Just imagine just for a minute,

imagine yourself without the chains
of your morality.

You'd even surprise yourself.

It's the ultimate freedom.

No.

This isn't freedom.

This is pandorum.

Oh, pandorum. Pandorum isn't
what they warned us about.

I know it's frightening at first,
terrifying in fact.

Isn't that what you're feeling right now,
terrible fear?

Let go and on the other side
of it is divine clarity.

Purity.
Enlightenment.

Shut up.
What's out there?

You are resisting what is.

You have to let go of
your petty concept of reality.

That's just baggage from the old world.

And we both know that didn't work
out very well now, did it?

They fucked up our planet.
Life eats life.

And all that's left is what is.

This ship is a seed...

...from which we can create a new world.

Shut up.
What's out there?.

A new world.
A natural state.

Raw, beautiful...
- What do you see?

...perfect.
I am offering you the kingdom.

( banging )
- And all that's holding you back...

...is your own fear.

Still the Boy Scout,
hey, kid?

There will always be law...

...and you will pay for what you've done.

Even if that means I have
to pull the sick out of you.

( gagging, groaning )...

Bower.
- What is it?

( groans )...

...( high-pitched whining )...

...( both gasp )

We've already crashed.

We've been on Tanis all this time.

All this time.

I guess this thing does land itself.

Doesn't float too well though,
does it?

Let go of your fear.

This is where I'll push through.

Shh shh.

They're coming in.

( pounding )

Attaboy.

( gasping )

They're coming in.

What are you doing?

Why don't you shoot?

( cracking )...

...( metal groaning )...

...( alarm sounding )

Are you crazy?

Do you see that?
- Fuck him.

We need to get out of here.
- Hold on.

Not Like this.
We can't die Like this.

Hold on.

( growls )...

...( gasping )...

...( gasping )

What?
No, I can't-

Just breathe.

( coughing )...

...( coughs )

Hey. Hey.

Just breathe.

It's safe to wake up now.

( instrumental music playing )