In the near future the land has become desolate and dangerous. Now inhabited by a mysterious race of creatures, mankind has been forced to seek shelter in the SkyArk, a man-made city in the sky. As the population grows, there is a lack of space and only the rich and powerful can lodge, pouring the poor and orphaned SkyArk into the abandoned land. Among them is a child, Rags, the son of a fallen commander who is determined to save his fellow orphans and exiles. Along with his friends, he has to fight through the ruins of the old land, fighting the horde of alien monsters to return to SkyArk and restore peace to the people.