The movie opens in the living room of a very luxurious house. A man named Heenoc Xian (John Pyper-Ferguson), is reading his book when his concentration suddenly drifts away and he reminisces about his life in chronological order, from being a [[aviator|pilot]] during his [[Academy]] years, to a [[freedom fighter]], and to eventually, a [[warlord]]. He recalls the latter with [[irony]] as he narrates the tale of those particular events of his life. It begins on the [[planet]] Caliban 5, ruled by none other than Warlord Heenoc Xian. A young man named Justin Thorpe (John Corbett), a petty thief who carves out a living for himself by trading items he obtained through stealing and salvaging, comes home one night to his battered, run-down house as he is greeted by his kid sister, Nova (J. Madison Wright), a precocious [[pre-teen]]. Their parents are revealed to be dead, and they are all that remains of their family. Their lives have a routine and their evenings usually end with Nova teaching Thorpe to read a chapter of a book each night. The two siblings have learnt to make the most of the situation and are content. However, one day, Thorpe returns from his morning routine and discovers that Nova has disappeared. Knowing his sister would never run away from home, Thorpe comes to the conclusion that she had been kidnapped, but does not know who the kidnapper is and why she was taken.
Frantic and desperate, Thorpe turns to Warlord Xian for help. Despite his ominous title, Xian is not entirely a , considering his heroic past; he listens to his people and is sympathetic towards them, and has provided a reasonable amount of order and security in a chaotic world, despite the fact that some of the people under his rule have expressed a degree of ungratefulness and resentment towards him. He listens to Thorpe’s grievance, and while he feels for him, he cannot help him because he does not have enough possessions to trade for Xian's services. With that, Thorpe leaves in anger but is suddenly met by Nova's best friend Maggi Sorenson (Elisabeth Harnois), a cute and cynical teenager who happens to be the granddaughter of [[General]] Lars Sorenson (played by veteran Australian actor Rod Taylor), a man who was a former soldier of the now extinct Galactic Republic. Maggi introduces her grandfather to Thorpe. Sorenson knows what Thorpe wants and offers to help him by searching for Nova using his [[starship]], the [[Osiris]]. However, he informs Thorpe that he must help him first by applying his thieving skills to steal precious jewels from the Warlord Xian's [[Treasure chest (historical)|]], so that he can pay someone to fix his ship. Thorpe and Maggi are nearly caught by the Warlord’s henchmen, but they subdue them and eventually succeed in obtaining the goods from the treasure chest.