In the 23rd century, the Universe's most monstrous criminals are kept in a state of Cyro-Suspension in an experimental prison colony on an asteroid. The most brilliant and ruthless among them is McMasters. Captain Teegs helms the "Bertha Ray," a commercial transportation shuttle full of gangsters, thieves and murderers, including Riley, a petty thief. When Teegs' shuttle arrives, the prisoners are off-loaded and one of them slips a computer virus into the system and releases the prisoners. When a break out occurs, Teegs and Riley are the only force that stands between McMasters and an unsuspecting Universe.