Lilith is a space soldier of the United Nations military in 2195, bearing the title of Lieutenant in the UN-Charon. A mission to intercept space pirates goes wrong as the pirate ship is infested by a newly discovered race of alien creatures known as Rachnids, which kill her crew. Even though she manages to kill the aliens, she is heavily wounded and thought dead... Until she awakens a hundred years later, in an unknown laboratory, with half of her body now replaced by biomechanical implants, including an assistant AI which helps her get used to her body, and some unwanted tag-alongs.