In the future, a spaceship dubbed the USS Palomino is on its way back to Earth when it discovers another ship that had been assumed missing, the USS Cygnus. Kate McCrae (Yvette Mimieux), a scientist aboard the Palomino, learns that it's the same ship upon which her father had served as a crew member. When the Palomino's crew boards the Cygnus, they are met by Dr. Reinhardt (Maximilian Schell) and a bizarre, faceless army who plan to be the first people ever to explore a black hole.