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Sergeant Todd (Kurt Russell) has been conditioned and taught from birth to become a soldier. He has been trained to function as a killing machine. Todd grows to become a veteran of many bloody wars. Todd soon comes to realize that he is being replaced by younger, genetically-altered soldiers. His captain believes that the unit is still useful, putting his unit in a death-match against the younger unit to see who is best. Although Todd fights valiantly, he is defeated. His unit becomes obsolete and demoted to menial support roles.

Todd is shipped to the planet of Arcadia. The inhabitants, who settled on Arcadia to live in peace, believe Todd is too violent to live amongst their group. He is exiled with enough supplies for him to survive by himself. Todd has made one friend, Mace, who believes that Todd is basically good.

Colonel Mekum, the leader of the younger soldiers lead an invasion against Arcadia and as a training exercise for his super soldiers, orders them to destroy all the inhabitants. Todd leads an uprising and the peaceful inhabitants realize they must fight in order to protect themselves and their way of life.