The people of the planet Farmel, having recently gained the technology for space travel, eagerly explored the galaxy only to find a herd of monstrous "Air Fortresses" moving in their direction. They quickly discovered that the Fortresses behaved like interstellar locusts, consuming all of the resources and living things in their path. The Space Federation sent their mightiest fleet, which was quickly eliminated by the powerful Fortresses. In a final gambit they send a single warrior named Hal Bailman, outfitted with a shielded spacesuit, powerful weapons, and small "lightship" to infiltrate the Fortresses and destroy them from the inside out.