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Pilot-in-training Matt Cruse and his love interest, Kate de Vries, an expert on high-altitude life-forms, are invited aboard the Starclimber, a vessel that literally climbs its way into the cosmos. Matt secretly plans on asking Kate to marry him, but before they even set foot aboard the ship, Kate announces her engagement - to someone else. Despite this bombshell, and Matt's anguish, they embark on their journey into space, but soon the ship is surrounded by strange and unsettling life-forms, and the crew is forced to combat devastating mechanical failure. For Matt, Kate, and the entire crew of the Starclimber, what began as an exciting race to the stars has now turned into a battle to save their lives.