The film begins with a timeline, which states that in the future Earth has grown overpopulated and humanity has fought over the last natural resources. In the year 2174, a ship called Elysium was sent out to colonize an Earth-like planet called Tanis . In space, we see the massive ship flying towards the stars. On the bridge of the ship, we see officers including Gallo (Cam Gigandet) receiving a message from Earth. The message is “you’re all that’s left of us”.
Next, we see Bower (Ben Foster) wake up from his hyper-sleep pod. He manages to free himself from the pod and rips out the tubes going into his body. He sees that he has a series of numbers tattooed on his arm. After peeling away his dead skin, he sees that he is alone. He reads that memory loss can be a side effect of long-term hyper-sleep. Not knowing what’s going on, he finds a locker with his name on it and puts on some clothes. He finds a picture of his wife. He notices a couple of other pods are nearby. A pod for Cooper is empty. Another pod still has Payton (Dennis Quad) inside. Bower tries to wake Payton up, but can hardly make a scratch in the sealed pod. He tries to open the door of the room, but it’s locked. A power surge shakes the ship, causing Payton to wake up. Both men suffer from memory loss. Payton is a Lieutenant and Bower is a Corporal. It turns out that since the trip to Tanis would take over 100 years, the crew has been split into groups/shifts to work. At the end of a group’s turn (after a couple of years), they are supposed to wake up the next group and debrief them. They realize that something’s wrong since they’re all alone. The numbers tattooed on their arms indicate which group they belong to. Another power surge shakes the ship, and Bower realizes that he’s the engineer. Something’s wrong with the reactor, and he needs to fix it. Payton gets a nearby command center working by using the auxiliary power. He tries to call for help, but no one answers. They hear a noise coming from a nearby vent.
Payton decides that they need to find any crewmembers and get to the bridge to see what’s happening. He sends Bower to find a way out in the vents while he stays behind at the command center to guide him around the ship. The vents are filled with tubes and are hard to crawl through. Bower tries to find his way to another room, but the vents look endless and run in every direction. After feeling like he’s going in circles, he panics and becomes claustrophobic. Payton via radio calms Bower down by joking that he got the door open. Bower falls down a shaft and lands face-first on a grate. The fall causes him to lose contact with Payton. Bower turns on a glow stick and sees that Cooper’s decomposing corpse is right next to him. He falls through the grate and ends up in a storage compartment. Bower gets up but still can’t communicate with Payton. The ship corridors are long and dark. While searching around, Bower comes across a woman trying to open a door. He tries to talk to her, but she quickly runs away. While chasing after her, he sees that she has seemingly stopped in a corridor. He tries to tell her that he’s part of the crew and he needs to know what’s going on. She remains silent. He shines his light on the figure and sees that it’s not a woman but a man; a man who has been hung and is missing most of his lower half. The woman, Nadia (Antje Traue), pops up and attacks Bower. She holds him down and orders him to remove his shoes. Suddenly, they both hear screeching nearby.
Nadia runs away while Bower is left confused. He sees a blue light at the end of the corridor and the screeching gets louder. The blue light is attached to a creature, which goes after Bower. The half-eaten man is pulled up and devoured. Bower runs back to the room he came through and hides in the storage compartment. While the creature looks for him, Payton’s voice comes through the radio. The creature tears open the compartment and snatches Cooper’s body. After the creature leaves, Bower tells Payton that something not human is onboard the ship. Bower then remembers his wife. At first, he thinks that she stayed behind on Earth, but he remembers that families of the crew were allowed to travel on the ship. Bower becomes desperate to find her before the creatures do. He also remembers that Payton has a wife as well. Payton tries to convince him to continue making his way to the reactor. If Bower can fix it, the power will come back on for the ship and they can implement security measures. Bower wonders if he has pandorum (i.e. space madness). Payton remembers the biggest disaster in space travel history. A ship called Eden was traveling when one of the officers got pandorum. He ejected thousands of people from the ship, killing everyone.
Bower looks around and finds a security room. He finds an anti-riot gun and straps it to his arm. He goes into the corridors again and sees a hanged man. He thinks that he’s going crazy since it looks like the same hanged man from before. However, upon closer inspection he finds that the man is different (he’s still alive and in one piece). Bower cuts him down and is introduced to Shepard (Norman Reedus). Shepard is part of another group and has been by himself for a long time. Bower says that his commanding officer wants to know what’s happening. Shepard says that there is no commanding officer and covers himself in oil to cover his scent from the creatures. He tries to leave but sees blue lights coming towards them. The creatures chase Bower and Shepard through the ship. The creatures are fast and have sharp weapons. They eventually string Shepard back up and eat him. Bower tries to shoot the creatures, but his shot is blocked by a door. The creatures see him and chase after him. He runs into Manh (Cung Le), who helps him escape from them. Bower can’t understand Manh’s language but still manages to communicate that he’s part of the crew. He sees Manh’s tattoo and sees that he’s part of the agriculture crew. He tells him that he’s going to start up the reactor and tells Manh to stay put. Meanwhile, Payton starts to get a bloody nose and gets increasingly scared that he can’t talk to Bower.
Bower finds a large cargo container that acts as a living quarters. He sees that there are several other containers as well. Bower is attacked by Nadia again, who pins him down and threatens him with a knife. Manh pops up and defends Bower. As Nadia and Manh fight, Bower fires off a shot into the air. He tells them that he understands they want to survive, but to do so they need to stay together as a team. Nadia eventually agrees and the trio makes their way through the ship. Bower tells Nadia that they need to start the reactor or else they’ll lose everything. Nadia says that no one has ever come back from the reactor room. However, since she knows the way, she’ll lead him to it. They come across a hallway and find themselves surrounded by creatures. A power surge shakes the ship, allowing Nadia to activate a door open. They barely make it inside and seal the door. Nadia has been living in the room since she woke up. She’s a biologist and says that the ship is pretty much like Noah’s Ark. In addition to the 60,000 people on board, there is DNA stored for all the organisms found on Earth. Bower and Nadia eat insects due to lack of food.
After a while, Nadia leads the team through a part of the ship that holds civilian pods. Bower notices that the majority of the pods are empty. Nadia tells him that it’s the creatures feeding ground and tells them to hurry. Bower wonders if his wife is there, but Nadia tells him that the families of the crew are held in another area of the ship. Bower suddenly disappears. Nadia walks over to where he was and falls down a grate. Bower lights up a glow stick and they both see that they’ve fallen into a massive pit of bodies. The creatures appear and move through the area. Bower climbs out of the pit first but keeps Nadia at bay. While he looks around, he’s attacked by a creature. Bower is thrashed around and 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 team repeatedly stabs it until its dead. The other creatures come back and see them. A man wakes up from his pod and is immediately stabbed in the head and eaten by the creatures. The team takes refuge in a room and seal the door shut.
During this time, Payton continues to hear more and more noise coming from the vent. He grabs a pipe and approaches it. A human arm reaches out for him. It’s Gallo, who’s naked and covered in blood/slime. Payton pulls him through and locks the vent. Gallo says that he’s from the bridge before passing out. Meanwhile, Bower and his team find that they are not alone. Leland (Eddie Rouse) has been living in the room for some time now. Leland is situated on a balcony above the team so that they can’t reach him. He makes them some food and welcomes them to his home. While 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. Some of the blood on Gallo is from someone else, which makes Payton suspicious. Gallo says that he was with two other crew members, but they suffered from pandorum and he was forced to kill them. Payton loads a needle gun with a shot to calm Gallo down, but he refuses to take it.
While Nadia bandages a wound, she tells Bower that she thinks the creatures are actually mutants. In all the hyper-sleep pods, everyone was supplied with an accelerator that was supposed to help them adapt to Tanis . Instead, it could’ve made some people mutate and adapt to the ship. Gallo tells Payton that Earth was destroyed. The thousands of people on the ship are all that’s left of humanity. Leland tells the team what happened afterwards. After Elysium received the final message from Earth (“you’re all that’s left of us”) and learned of its destruction, one of the crew members suffered from pandorum. He killed his crew and then started to wake people up. He ruled over them like a king, and whenever someone disobeyed him he would banish them to a lower part of the ship. Eventually, he grew tired of his ruling and went back to hyper-sleep. However, over time the people he banished evolved/mutated into flesh-hungry creatures and adapted to the ship. As Leland tells his story, he fills the lower room with gas, knocking everyone out.
Bower wakes up to find himself, Nadia, and Manh hung upside down in the room. Leland plans on eating them for food. Nadia mouths off, and so Leland stabs her in the chest. He’s about to filet 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. Leland cuts them down and makes them walk through the ship at gunpoint. 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 notices that Payton is starting to exhibit signs of pandorum. Payton says that Gallo is crazy. On the way to the reactor, the team comes across a child creature. Nadia can’t believe that the creatures are starting to mate. Manh wants to kill the child, but Nadia keeps him from doing so. Bower remembers seeing a news report as a boy about the first rover to land on Tanis . It was a monumental moment that gave everyone on Earth hope. The creature child runs away.
The team comes across the part of the ship that holds the pods for families of the crew. Bower remembers that his wife isn’t on the ship. He wanted her to go with him, but she refused. She left him, which caused him to sign up to be the engineer. He sees the pod for Payton’s wife and remembers her name. He also remembers something else about Payton but keeps it quiet.
The team makes it to the reactor but find that below it is the sleeping ground for the creatures. Bower tries to walk across a catwalk to the reactor but it gives way. Manh holds onto the catwalk while Nadia runs across to help Bower. Seeing that Manh can’t hold the weight of both of them, Bower allows himself to fall down to where the creatures are. Bower covers himself with skin/slime so that the creatures won’t pick up his scent. He then crawls amongst them to get to the ladder leading up to the reactor. Once he gets there, Leland accidentally drops a light down to where the creatures are, waking them all up. Leland runs away while Manh drops the catwalk, crushing a couple of creatures. He makes noises and leads the creatures away from Bower & Nadia. Bower climbs up to the reactor and turns on the generator, which fries some creatures in the process.
Gallo takes control of the needle gun and forces Payton to open his pod. Gallo has Payton start the ejection sequence and gets inside. However, Payton tricks Gallo and instead just locks him inside the pod. Elsewhere, Manh manages to elude the creatures but then runs into the leader. The leader tosses Manh a spear and they fight. The leader pins Manh against a wall and starts to eat his stomach. Manh grabs a knife and repeatedly stabs the leader in the head until it dies. Manh then turns around to find the creature child staring at him. He contemplates killing the child, but lowers his knife. The child in turn slices Manh’s throat open and presumably eats him. Bower turns on the reactor, providing power to the ship (which opens the door to the bridge). Payton is happy that Bower succeeded, but then finds that Gallo has escaped from his pod. Gallo attacks Payton and they fight for control over the needle gun. During the fight, their arms merge together. It’s shown that Payton is the only person there and has been fighting himself. After Payton stabs himself in the leg, Leland winds up in the command center. Payton promptly stabs Leland in the eye, killing him.
Bower and Nadia make it back to the bridge while being chased by creatures. They lock the door and find Payton already there. Bower knew Payton’s wife and knew the real Payton. It’s revealed that Payton is actually Gallo. He had pandorum and was interacting with a younger version of himself (how he looked when he first started working on the ship). And Gallo is the crazed king from Leland’s story. When he went back to hyper-sleep, he got into Payton’s pod instead of his own. Bower asks Payton/Gallo where exactly they are. After opening the window shields, all they can see is darkness. They’ve been on the ship for over 900 years. Payton/Gallo says that they can start a new society on the ship and he wants Bower to join him. Bower hallucinates about creatures trying to break into the bridge. Payton/Gallo wants him to give into pandorum. Then the group sees an alien fish swimming past the ship. They realize that Elysium has been on Tanis the entire time. They crash-landed into an ocean and are underwater. Payton/Gallo chokes Bower while Nadia defends him. Payton/Gallo beats Nadia and approaches her with a knife. Bower, still hallucinating, shoots a compartment (thinking a creature is coming through), causing a piece to crack the window. Bower grabs Nadia and runs off. The windows break, flooding the ship with water. Payton/Gallo drowns.
Bower and Nadia run back to Bower’s pod. They both get in and seal the door shut, but a lot of water gets in as well. The ship, experiencing a hull breach, conducts the evacuation plan and all the remaining pods are ejected. Bower lets Nadia have his air mask while he almost drowns. The pod pops out of the surface of the ocean. Bower and Nadia survive and look around the alien planet. Soon the rest of the pods pop out of the ocean and the remaining people start to wake up.
The film ends with text, stating that the population on Tanis for the first year is 1,213 people.
*CUT TO THE CHASE*
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It turns out that Peyton isn't really Peyton at all, but Gallo, who was with the waking crew when they received news that the Earth had been destroyed. At the time, Gallo was already showing signs of a psychological illness associated with prolonged space travel, called Pandorum. The sudden trauma from hearing the news, mixed with the Pandorum caused him to go insane and slaughter the other crew members. After that, he decided to play god and attempt to make humans stronger. During the trip, the sleeping passengers were given a drug that alters their body, allowing them to adapt to the atmosphere of the new planet, however, Gallo increased the dosage on some of the passengers, then let them loose in the ship's huge cargo bay. This caused them to fight each other for survival, cannibalizing other passengers, and eventually mutating and adapting to survival on the ship.
It turns out that the ship has arrived on the planet for years, having sunk to the bottom of a lake, but no one knows about it except for Peyton/Gallo.
A fight ensues between the three, thinking that the mutants are about to break into the bridge, Bower opens fire, and causes the ship to flood, forcing the ship to carry out emergency ejection of all the sleeping pods. Bower and Nadia escape to his pod, and are ejected to the surface as well. The mutants are presumably drowned but the sleeping passengers float to the surface to safety.
The film ends with Bower and Nadia looking at the new world as the other pods surface.
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