The game is set in the Atlas star system. Early on in the game, the player's mothership, Equinox, is ambushed by the Forgotten Legion and crashes on a nearby planet; the captain of the Equinox is taken hostage. The Legion's leader, Grax, is obsessed with an extinct race called the Wardens, who left much of their ancient technology behind. Grax, who wants to use such technology for his own legion, acts as a constant threat that the player must face throughout their journey.