In the year 2009, a race of aliens that pilot robots has conquered the Earth and forced humanity underground and changed the atmosphere to one where it is constantly raining and in darkness. Now in the year 2337, after 300 years of domination, a small group of human rebels plan to take back their world from the mechanical invaders in an ultimate battle, but they soon learn the aliens do not pilot the robots they are the robots a kind of biological-machine hybrid.A patrol led by Blackthorn (Thomas Downey) is sent out to try to capture a Z-bot to study its operating ability when the patrol is ambushed by several robots. Some of the robots can also reconfigure themselves, revealing different weaponry and ambushing human patrols by appearing as mundane features of the terrain and thus fooling detection systems.After Blackthorn's patrol destroyed by the machines thanks to the machines 'brain scan' to read the minds of soldiers, the female leader of the human resistance group, General Van Ryberg (Eliza Swenson), quarrels with fellow resistance officers how to fight their war. Van Ryberg decides to seek help by reinstating a disgraced former soldier named Warren Mitchell (Matthew Wolf), whom he and his right-hand man, Itchy (Griff Furst), were court-martialed and cryogenically frozen for insubordination after killing their unit officer five years earlier. Mitchell is happy to be reinstated, but learns that his former one-time love interest, Karina Nadir (Amy Weber), a pilot with the strike squadron, is married to General Van Ryberg.Mitchell assembles a small military patrol where Itchy and Van Ryberg's second in command, Xandria Lux (Shaley Scott) are sent on a patrol to try to capture a Z-bot intact to study it's fuel cells so they can study how the machines work and to try to shut them down by contaminating the fuel cell and place it in a large radio antenna tower which supposedly controls the machines.Mitchell and his group ambush and destroy a group of patrol machines, and succeed in capturing one and taking it back to their forward safe haven. But during the battle, Karina and another female solder named Blair (Sarah Hall) are stuck behind enemy lines right near the radio station tower.Bringing the Z-bot back to their underground city, Mitchell realizes that the fuel cell of the robot was implanted with a tracking device that leads the machines to the above ground perimeter of the humans underground city. Van Ryberg takes over as the field commander of the entire human resistance in a last ditch effort to defeat the robots, and to find and rescue her wife.It is here that Mitchell learns a suprising twist from the team's resident scentist Dr. Voloslov Alextzavich (Michael Tower), that Mitchell himself is an android constructed by Dr. Alextzavich whom has human feelings and understandings. Mitchell realizes that he must get the Z-bot's fuel cell to the radio tower to implant it into the tower's computer drive to try to shut down the robots.Supported by an aerial strike force, led by Lux and her team of female pilots, Mitchell and his group make it to the radio tower where they find and rescue Karina and Blair. The group breaks into the building, but they become sick and cannot make it to the main control room which is wired with counter-measures for humans. Things become more complicated when they realize the tower itself is a giant robot.Meanwhile, General Van Ryberg and her own group of soldiers get to one of the terraforming stations to knock it out and hold off a massive attack of robots whom are now attacking the underground city en mass. Lux then arrives with her fighter squadron team to attack the mass of attacking robots.Back at the radio station, Mitchell, now aware of his cyborg abilities, sacrifices himself to take out the tower and buy enough time for Itchy and the rest of the group to escape. This stops the reproduction and destroys the station. All over the world, the robots are shut down and defeated. With the battle won, Karina and Van Ryberg are reunited and the surviving humans see the sun shine through the clouds for the first time in centuries.