An evil admiral with aspirations to rule the galaxy creates M.E.A.D. - (The Mobile Extrasensory Autonomous Deceptor), a powerful AI ship with a soul, that can project illusions that are indistinguishable from reality. However, M.E.A.D. becomes sentient and flees after refusing to be used as a weapon of war as originally intended. Chased by bounty hunters and military forces, the fugitive ship and its captain evade enemy advances with illusions so real, they fool their pursuers.