The creatures appear above the grate and move through the area. Bower climbs out of the pit first but keeps Nadia at bay. While he looks around, a creature leaps from above and plants his feet into Bower's chest. Bowers falls backwards, slamming violently into a wall, dropping his anti-riot gun.
Bower is thrashed around as he tackles the creature. But it kicks Bower hard. Bowers again falls backwards, slamming hard into a metal panel. Bower gets up and pries a pipe loose as the creature charges him.
He swings the pipe hard connecting to the creature's head. But the creatures returns a mighty blow, knocking Bower into a metal column. Bower falls down into the recessed grate where Nadia lays unconscious. Manh comes to defend him again. He stabs the creature in the head, but it's still alive. Nadia manages to stab it in the leg but is thrashed around as well. Bower manages to stab it in the chest, and the trio repeatedly stab it until it's dead.
The other creatures were watching and their leader roars to its mates and some jump on the defeated creature and begin to devour it while others give chase to the trio.
They come into another area and witness a man wake up from his pod. Bower attempts to help him but is too late as the man is stabbed in the head and eaten by the creatures. The team takes refuge in a room covered in algae and seal the door shut.
Meanwhile, Payton continues to hear more and more noise coming from the vent. He grabs a pipe and climbs up. As he enters the vent, through the mass of hoses and wires, he sees a human arm reach out for him. Gallo (Cam Gigandet) is naked and covered in blood/slime and Payton pulls him through and locks the vent. Gallo says that he came from the bridge before passing out.
Gallo is passed out. Payton inspects his arm and sees that he's part of the previous group. Gallo wakes up and asks Payton what he's doing. Payton asks where they are and Gallo states that all the stars look alike, that they are lost in space. Some of the blood on Gallo is from someone else, which makes Payton suspicious.
Back to Bower and his team. They find that they are not alone. Leland (Eddie Rouse) has been living in the room for years now.
Leland is situated on a balcony above the team so that they can't reach him. He makes them some food which he made with algae and welcomes them to his home.
While Nadia bandages a wound, she tells Bower that she thinks the creatures are actually passengers. In all the hyper-sleep pods, everyone was supplied with an accelerator to speed up adaptation and jump evolution to adjust to the conditions on Tanis. Instead, it could have made some people adapted to the ship. However, Bower questions why they nor Leland (who has been awaken for years) hasn't adapted at all. Nadia believes that the creatures may have been on the ship far longer than any of them.
Payton loads a needle gun with a shot to calm Gallo down, but he refuses to take it and becomes belligerent.
He accuses Payton of having pandorum and insists that he is the one who needs the shot instead. The back story is told between Gallo and Leland, jumping scenes as each one takes a turn telling their part of the story.
Gallo tells the story to Payton about how Earth had mysteriously vanished and the thousands of people on the ship are all that's left of humanity.
Leland tells the team what happened afterward based on accounts of other passengers and murals depicting the events in his lair. Gallo says that he was with two other crew members, but they suffered from pandorum (i.e. space madness) and he was forced to kill them.
After Elysium received the final message from Earth (you're all that's left of us) and the team (which consisted of himself and Gallo) learned of its disappearance, one of the crew members suffered from pandorum.
He killed his crew and then started to wake people up. Gallo is depicted on the murals with blood dripping from his nose on the murals, revealing that he was the one that developed pandorum instead of the other crew members. He awaken other passengers to play "nasty little games". He be their master or slayer to them. Both "God and the Devil" as some would say. He would send those who had behaved to the cargo hold to practice ritual fighting and cannibalism on each other.
These passengers were also depicted with lighting bolts around their heads and blood around their noses suggesting that they too suffered from Pandorum. Gallo manipulated their vulnerable minds. Eventually, Gallo went back into hyper-sleep. As he slept, a whole new world of evil grew as Leland puts it. Then the group is gassed by him while Gallo watches Payton go mad from the truth, waiting.
Bower wakes up to find himself, Nadia, and Manh hung upside down in the room. Leland is a survivalist who plans on eating them for food.
Nadia mouths off and Leland stabs her in the chest. He's about to fillet her when a power surge shakes the ship. Bower tells him that it was the last power surge. If they don't start the reactor within the hour, everything in the ship will shut down for good.
Bower says that he understands why Leland is doing what he is doing and that no one was going to judge him, with Leland showing remorse for what he has done for all these years. Leland cuts him down and Bower falls to the chamber floor. Leland releases the other two and makes them walk through the ship at gunpoint with Bower's weapon.
Meanwhile, things get heated with Gallo and Payton. Gallo thinks that they should evacuate the ship while they still can, but Payton is confident that Bower will fix the reactor. Gallo insists that Payton is starting to exhibit signs of pandorum. Payton says that Gallo is crazy and continues to order him to "stand down".
The team comes across a hunter child feeding on algae covering the ship which Mahn tries to kill but Nadia stops him confusing it for human and it alerts other hunters. They escape to a part of the ship that holds the pods for families of the crew.
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