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After their failed attempt to take over the Federation war fleet, John Worthy and General Gustav are sentenced to death but they are rescued by Worthy's girlfriend, Jolli, who has control of a new Starship, The Deliverance. Meanwhile, The Overseer, Ruler of the Federation, wants to enslave the rebellious worlds with an ancient alien Nano-Virus that turns humans into mindless slaves. Starship Deliverance, Worthy and his team are all that stand in the way of total slavery of the entire human race.