Admiral Kirk returns to the Enterprise for a cadet training mission. Meanwhile, the Miranda class, USS Reliant (NCC-1864) searches for a suitable planet to test Project Genesis. They must make sure there is no life forms, because Genesis will destroy the planet and then reform it. They think the are orbiting Ceti Alpha VI, but don't know it has been destroyed. The shockwave, threw Ceti Alpha V out of orbit and transformed it into a "baraly class M" planet. Scanners report life signs and Checov and the Captain beam down. They are captured by Khan Noonien Singh and he inserts Ceti Eel into their ears which causes them to accept suggestions. Khan hijacks the Reliant and beams the crew to the planet. He then seeks his revenge on Kirk. Meanwhile the Enterprise is sent to investigate why an order has been given to turn over Genesis to Kirk. They encounter the Reliant, which doesn't respond to hails. Instead of raising the shields, like the book says, Kirk just goes to yellow alert. The Reliant raises it's shields and fires before the Enterprise can even begin raising it's. This causes massive damage to the Enterprise and takes out all but the battery. Khan than hails Kirk and tells him to turn over Genesis and himself to the Reliant. Instead, Kirk enters Reliant's prefix code and orders it to lower it's shields. This allows a some phasers to be fired. This destroys Reliant's warp drive and the photon control. Despite the damage, the Reliant escaped. Kirk continues to the science station to find everyone either dead, or gone. They also find Chekov and the captain of the reliant who was planted by Khan to get Genesis from Kirk. The crew finds the station's transporters still on. It appears that some of the station's personnel escaped to the inside of a nearby planet. Here, they discover the Genesis cave and a few science officers. This is when Chekov and the captain are told to kill the captain. Instead, the captain kill himself in order to save the Admiral, but Chekov collapses and the eel leaves his ear. The eel is destroyed by Kirk and Checkov recovers, but Khan finds the location of Genesis and beams it up. The Enterprise beams Kirk and the crew up and attempt to reach a nebula since they can't outrun or outgun the Reliant. The Enterprise enters the nebula with Reliant following, but Reliant couldn't get it's shields up or the screen working. Kirk stated the odds would be even if both ships didn't have shields or view of each other. After a grueling battle in the nebula, the Reliant is heavily damaged but the Enterprise's primary system goes offline. This means the Enterprise can't warp. Khan, instead of surrendering, activates Genesis and the Enterprise only has a few minutes to get away. Without warp, it will never escape in time. Captain Spock, leaves his post silently and goes down to engeneering to fix the ship. But, radiation is leaking and Mccoy won't allow Spock in. Spock nerve pinches Mccoy and downloads his memory to him. He then enters the room and is able to fix the core, and the Enterprise escapes just before Genesis begins. Spock "dies" from radiation poisoning and his casket is launched on the newly formed Genesis Planet and the movie ends here.