In the near future the earth has become desolate and dangerous. Now inhabited by by a mysterious race of creatures, 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.

Criminals and a beautiful but cunning hitchhiker must battle a supernatural force known as the Reaper.