Lily C.A.T.The film is set in the 23rd century, when companies are now surveying distant planets for mining rights. The Sincam corporation is investing a relatively new planet and has hired the Saldes (a deep-space cruiser), to shuttle company surveyors to check it out. The employees consist of Hiro Takagi of the Japanese division, Dick Berry of the Australian division, the president's daughter Nancy, Dorothy Van Fallah, Morgan W. Scott, Jimmy, and Dr. Harris Mead while the crew consists of Captain Mike Hamilton, his subordinates Dular, Walt, and Carolyn, as well as the mechanics Guy and Watts. In addition, Nancy has brought her cat Lily on board. The ship allows its passengers to go into hypersleep for 20 years and only biologically age one year. En route, the ship's computer detects debris flying through space and collects a sample, but the extraterrestrial matter gets loose in the ship while the crew and the surveyors are in cryogenic sleep. The ship crew learns that two of the surveyors are imposters, but the real trouble starts when Morgan is found dead from a mysterious infection. Dr. Mead, Lily, Guy, and Watts soon follow from what appears to be a bacterial infection, which dissolves the body, but leaves the clothes intact. During this, Berry attempts to discover who the imposters are by checking their backgrounds. The bacteria quickly evolves into a hostile life-form capable of mimicking the form of its human victims, the now visible bacteria attacks and kills Dorothy while checking to see if she is infected. To make matters worse, the computer controls have been overrun by an unknown being, which results in the deaths of Dular and Walt.