It is the year 2031. Humankind has been replaced as the dominant specieson Earth by a race of monstrous insect like creatures known as the Blue. Sleeper Yuji Kaido finds himself thrust into this nightmarish world, suddenly awakened after 22 years in suspended animation. Alone and surrounded by Blue, Yuji's only hope for survival comes the elite Sleeper Recovery Team, and a steely Mech pilot named Marlene...

Yuji learns the horrible truth about the Blue. Their infestation of the planet has forced the human race to seek refuge in outer space. migrate to a Second Earth in outer space. Marlene and the Sleeper Recovery Team have been given orders to get Yuji to space station Second Earth alive. But with the Blue lurking around at every turn, things do not always go according to plan.

Tired of feeling helpless in this new hostile world, Yuji pleads to be trained as part of the team. Marlene gives Yuji a crash course on weapons. Joey teaches him the basics of driving a mech suit. Armed with his new skills and his newfound confidence in his ability to survive, Yuji is ready for action. But against an enemy like the Blue, overconfidence can be deadly...

Yuji disobeys Marlene's orders by saving a little girl's life, and discovers a group of survivors hidden among the ruins of the city. Yuji makes promise to the little girl, Yung, that he will protect her from the blue. But this new cause is threatened when he learns a shocking truth about his rescuers from Second Earth.

The surviving members of the Sleeper Recovery Team must enter an abandoned communications tower that is now a Blue nest in a desperate attempt to contact Second Earth. With the Blue now converging on their position, the only chance of staying alive is to draw the Blue into a fight using human survivors as bait. Yuji has promised to protect Yung at any cost -- but is it a promise he can keep?

Marlene and Yuji now travel on foot towards Balinonur Space Base. The tensions between the two come to a head, as Yuji confronts the demons that now haunt him in this nightmarish new world. As she witnesses Yuji's struggle, Marlene's own horrifying memories of the past begin to resurface. But can even Yuji's fiery emotions help to melt away Marlene's icy exterior?

Still en route to Baikonur, Marlene and Yuji cross paths with a rough mannered stranger named Dice. With the Blue lurking dangerously close, he offers them shelter for the night and Yuji is given a glimpse into his seemingly carefree life. But as Yuji soon discovers, no one left on Earth is without their demons...not even Dice.

Yuji is seperated from Marlene and Dice amidst the confusion of a sandstorm. He is rescued from the desert by a band of nomads, and is befriended by Elena, a young nomad girl. As Yuji begins to believe that a peacefull life might still be possible, a raid by a group of bandits serves him a harsh reminder that there is more than one kind of danger in the world -- and it is never far away.

Marlene and Dice are reunited with Yuji outside the nomad camp. Marlene pressures Yuji to continue his journey to Second Earth, but Yuji refuses. He decides to remain Elena and her people and to live out the rest of his life in peace. But when Marlene and Dice are attacked by the Blue, Yuji is forced to choose between his life with Elena and saving the lives of his friends.

Marlene and Yuji arrive at Baikonur, only to find the space base in the state of chaos. The facility is crawling with Blue, and the computer defense systems have turned on thier human counterparts. Now, with supplies and personnel dwindling, the assembled recovery teams must launch a desperate bid to regain control of the base.

The lives of the remaining recovery squad members are thrown into jeopardy when a renegade officer attempts to hijack the shuttle and escape on his own. The attempt is thwarted, but the cost is the diversion of valuable resources from the battlefield, where Marlene and a small team of Armor Shrike pilots are fighting to stay alive!

Yuji is rushed into intensive care after being attacked by a Blue aboard the shuttle to Second Earth. Now, Marlene must face an inquiry before the High Council and defend her recent actions on the planet's surface. But Marlene has questions of her own, and soon begins to suspect a dark design behind the Council's plans for the recovered Sleeper, Yuji.

When Yuji disappears from the Medical Station, Marlene defies orders and decides to find him on her own. Now, with Amick Hendar's security forces on high alert, Marlene must descend into the lower reaches of the Military Station to find the one man who may know Yuji's whereabouts -- Science Director, Seno Miyagi.

Marlene's attempts to free Yuji from the laboratoy in which he is being held are thwarted. Now she must once again stand before the High Council to defend her actions, this time with Yuji at her side. When Chairman Victor reveals the Council's true reasons for recovering the Sleepers, Marlene is stunned to learn that Yuji may be humankind's last hope at taking back the Earth.

After beginning an intensive new combat training with the newly formed Sleeper Brigade, Yuji finds himself the object of another young Sleeper's attention. Even the sterile military enviroment of Second Earth cannot subdue all human urges, but as Yuji soon discovers, a little human contact could cost him everything.

A large attack force is sent to Earth, the first wave in a new campaign to reclaim the planet from the Blue. Yuji is awed when a fellow Sleeper, Tony wipes out an entire Blue nest on his own. Yuji determines to be the best at any cost. But is this unhealthy obsession with beating Tony really a symptom of a much greater problem?

Marlene notices that Yuji's behavior is getting stranger and stranger. On the battlefield he is a force to be reckoned with, but he has an unhealthy obsession with destroying the Blue. Has Yuji turned into something that he once despised -- a cold-blooded killer?

Director Miyagi reveals to Marlene the true cause of Yuji's accelerated rate of achievement -- an infestation of ""B cells"" that have begun to eat away at his mind. And unless she can do something to stop it, Yuji's sanity will soon slip away completely.

The Sleeper Brigades launch yet another offensive against the Blue and Yuji's lust for battle grows out of control as his B cells begin to take hold of his sanity. Meanwhile a mutiny has begun on Second Earth, and Marlene finds herself with an integral part to play in the plan to overthrow the High Council. But Marlene has her own reasons for aiding Seno Miyagi…

The second airborne operation meets with disaster when the Blue counterattack outnumbers Second Earth forces five-to-one. But even as the combat units are desperately falling back, Marlene pushes further into the battlefield. Knowing the horrible truth about Yuji's slipping sanity, she's determined to confront him on her own terms…and bring him back from the brink of self-destruction.

While Marlene flies a distraught Yuji back to Second Earth. Tony uses his Sleeper skills to infiltrate the High Council. The sky is turned into the newest battleground for survival. Only this time, the Blue have mutated into something unthinkable…

Yuji and Marlene infiltrate the Blue infested Medical Station and are soon reunited with Rick and Soo. While Soo attempts a daring rescue of the station's hibernating civilian population, Marlene, Yuji, and Rick attack the heart of the problem -- Tony. But before they can reach their objective they encounter an unexpected obstacle standing in their way.

With Rick injured too severely to continue, Marlene and Yuji continue through the Medical Station alone. They arrive at the main computer room to find Tony waiting for them. Now Yuji must confront his one time friend and rival, and the only way to stop him is to kill.

The remaining survivors aboard Second Earth begin to rebulid after Tony's devastating attack. As Yuji contemplates his own place in this rapidly changing world, Director Miyagi lays out his plan to make Second Earth the permanent home of the human race. But there are dissidents hiding in the dark corners...and some of them carry guns.

Satelite images of the Earth reveals a mass Blue migration in South America and Yuji volunteers to investigate. Once on the surface, he and his team discover that the Blue have mysteriously vanished without a trace. Now, the only hope Yuji has of finding answers, lies deep underground in the dark tunnels below a massive Blue nest.

A monstrous Blue has emerged in the heart of the South American nest, the only thing standing between Yuji and the answers he so desperately seeks. Unless Yuji wins this battle, all hope for the future is lost -- for him, for Marlene and for the entire human race.