The Turei are not pleased with Captain Janeway's request and they tell Voyager to prepare to be boarded. Captain Janeway refuses and the Turei ships begin to power their weapons. Voyager is rocked by a round of weapons fire. Their warp drive is down and shields are only operating at 60 percent.

Captain Janeway leads Voyager to a hot planet with a dark, swirling atmosphere. As it begins its descent, the Turei back off. Voyager must land in order to repair its damage. As the ship moves closer to the planet, the crew notices a decimated and burnt-out megalopolis. Scans indicate that the civilization was destroyed from a bombardment of plasma-based weapons, 900 years earlier.

Faint lifesigns are also detected in a chamber beneath the surface. Janeway, Seven of Nine and Chakotay head into the chamber and discover stasis pods which each contain some kind of lifeform. Apparently, each pod was programmed for only five years. However, since 500 years have passed, some kind of failure must have occurred.

Without receiving Captain Janeway's permission, Seven of Nine activates one of the pod's reanimation sequence. The humanoid inside opens his eyes and is startled by the presence of the Voyager crew. His primary concern is to open up the other pod that is covered with dirt and debris. Unfortunately, he discovers that his wife didn't survive and he passes out.

The humanoid wakes up in Sickbay and he identifies himself as Gedrin of Vaadwaur. He tells Janeway that the subspace corridors belonged to the Vaadwaurs. It took them centuries to map out and they used the tunnels for exploration. As a result, their enemies combined forces and launched an attack. The Vaadwaur designed the stasis network out of desperation in hopes of saving their culture.

Again, the Turei begin to fire plasma charges from up above. Gedrin then remembers that the Vaadwaur have a satellite directly above the city. Voyager uses the satellite to get a lock on one of the Turei vessels and launches a torpedo. It is a direct hit and the remaining Turei ships move off.

In exchange for subspace corridor passage, Voyager decides that it will help Gedrin and his people fight their way off the planet against the Turei. They wake up the rest of the Vaadwaur and reactivate their ships. Captain Janeway and Gedrin decide that while the Turei try to anticipate when Voyager will break for orbit, the Vaadwaur ships will head in the opposite direction. Then, Voyager will fire at the Turei and follow the Vaadwaur into the subspace corridor.

However, the Vaadwaur decide that they will take over Voyager since they could survive comfortably aboard. In the meantime, Neelix is suspicious of the Vaadwaur and their true intentions. Captain Janeway also doesn't completely trust the Vaadwaur. Her skepticism is confirmed when the Vaadwaur vessels begin heading for Voyager instead of orbit. Voyager lifts off in hopes of escaping the Vaadwaur attacks.

Gedrin tells Captain Janeway that he can stop the rest of the Vaadwaur by taking the remaining ships off-line. The Vaadwaur now have no choice except to retreat into a subspace corridor.