In the near future the Earth has become desolate and dangerous and inhabitted by a mysterious race of creatures, the horde of alien monsters, humanity has been forced to find refuge in the SkyArk, a man-made city in the sky. As the population grows, space becomes scarce and only the rich and powerful can stay, dumping the poor and orphaned of SkyArk to the abandoned earth. Among them is one boy, Rags, the son of a fallen commander who is determined to save his fellow orphans and exiles.