Tom Paris persuades Chakotay to allow him to buy a shuttle from a space junkyard. While repairing it, the shuttle, which Tom names "Alice," begins to gain control over Tom's mind. The sexy female persona turns the space shuttle into an obsession of Tom's, and it convinces him to cannibalize Voyager's parts.

Voyager comes under attack from an armada belonging to a territorial race of aliens known as the Turei. Escaping the attack by sheltering on a decimated planet, the Voyager crew finds a hibernating warrior race in chambers deep below the surface. Captain Janeway tries to ally with the inhabitants, the Vaadwaur. However, she soon begins to think the Vaadwaur may pose a more significant threat than the enemy above.