Ensign Aaron discovers a sinister military plot to eliminate soldiers through a "Personnel Downsizing" plan. To fight back and uncover the truth, he utilizes a forbidden brainwashing hypnosis program to subjugate the female officers aboard the ship Shuval, starting with the ace pilot Lisa Lindy and Sub-Lieutenant Zenia. After successfully turning the crew to his will, Aaron traps the Captain, forcing her to undergo the same hypnotic conditioning.