On a distant planet, Mala and her best friend Senn, members of a sentient, tadpole-like species, skip class to joyride in wooden flying machines that resemble hang gliders. The pair soar above the dense cloud cover of their world, which teems with life, interacting with flying creatures similar to whales and rays. Following a dangerous incident in which Mala is nearly sucked into a "wind tunnel" (a large cave that draws in and blasts out strong gusts of air), Senn tells her that the two of them should cease their exploring and head back home. Mala pauses near the boundary of a group of statues which rise above the clouds and hold up their hands in a blocking pose; Senn claims that area is forbidden to them. A defiant Mala is about to investigate further when an enormous shadow sweeps across the clouds. She and Senn look up to discover that a huge object has appeared in the sky, so large that it almost completely blocks out the light of the sun. This sight finally prompts Mala to return with Senn.
In the treetop city that is Mala's home, the people ponder the meaning of the object's appearance, some claiming that it is a "new god". When Mala herself asks her father Roven about it, he dismissively replies that it will be "whatever the Elders say it is". The inquisitive Mala is not satisfied with this answer, and says that she could build a tool with which to better observe the object; however, Roven warns her that no inventions may be constructed without the approval of the Elders because that is the law. Mala declares that perhaps the law is wrong, and Roven orders her to her room. As Mala turns to leave, she observes Roven handling a woodcarving of himself, Mala, and an adult female, revealing that Roven is a widower, and that his wife is missed by both of them.
That night, as Roven sleeps, Mala disobeys him, using her workshop to build a telescope. She ventures out into the darkness to get a clear look at the object, discovering that is a space vessel of some kind, and that several smaller, bright objects are approaching from its direction. Metallic fighter craft swarm into the city and begin abducting residents with green beams of light. Many people view this as validation that the visitors are in fact gods, and allow themselves to be taken. Mala witnesses Roven being abducted, and blames herself, believing that she drew the ire of the "gods" by violating the Elders' decree against new technology. Determined to join her father, she tries to attract the attention of one of the fighters by flying in front of it in her glider, but rather than abduct her, it attempts to shoot her down. Mala maneuvers the fighter out of the city and in front of the wind tunnel, which sucks the fighter up and then spits it back out, damaged and unable to fly. Mala ventures toward the downed ship and narrowly avoids being shot by the injured pilot, a human male who calls her a "monster" before passing out. The name on his uniform reads: "Lt. James Stanton".
Under cover of darkness, Mala takes Stanton back to her home. She is visited by an Elder, Orin, who does not notice Stanton. Orin inquires as to Roven's whereabouts and informs Mala that the visitors are not gods, but invaders, and assures her that appropriate measures are being taken. Once Orin leaves, Mala returns to Stanton and begins to examine him. She reaches for a device on his belt, but is stopped by a small robot (later identified as "Giddy") that enters through her window and warns her that Stanton is dying. When a shocked Mala asks how Giddy knows her language, he replies that he has studied the linguistics of her people. He asks her to save Stanton's life, but Mala refuses unless Giddy teaches her Stanton's language so that she will be able to communicate with him and ask about her father. Giddy reluctantly agrees, looking into Mala's eyes and uploading the relevant information directly into her brain. Giddy tells Mala that Stanton requires oxygen to survive, as the gauge on his belt is almost empty. Under Giddy's instructions, Mala is able to locate an oxygen-producing plant and construct a crude oxygen tent just in time to prevent Stanton from suffocating.
After a time, Stanton awakens. He is displeased that Giddy has taught Mala the human language without his authorization, and even moreso when Giddy informs him that his fighter was damaged in the crash and will not be able to fly without replacement parts. Mala demands to be taken to see her father, but Stanton ignores her, seeing other human fighters flying through the city, presumably searching for him. Stanton rushes outside and attempts to get their attention, but promptly succumbs to the effects of Terra's atmosphere and nearly falls to his death before being rescued by Mala and Giddy. As Stanton recovers, Giddy explains to Mala that humans once lived upon the planet Earth. As humans gradually depleted Earth of its resources, they terraformed and then colonized the neighboring worlds of Mars and Venus. Eventually, however, the colonies on Mars and Venus declared their independence from Earth, resulting in a war that destroyed all three planets. The few survivors had no choice but to travel to the nearest world capable of supporting life: Mala's planet, which the humans have named "Terra".
Stanton awakens to find that Mala has constructed a small, rotating model of Earth and its moon as a gift to him, using Giddy's information as a guide. Stanton is impressed by Mala's workmanship and realizes that she may be skilled enough to craft the parts he needs to repair his fighter. He tells Mala that if she helps him, he will take her to see her father, and she readily agrees. Working through the night with Giddy's aid, Mala machines the necessary parts, and although they are not as sturdy as the originals, Stanton believes they could still work. The two of them prepare to set out for the crashed fighter; Stanton refills his oxygen supply while Mala builds a respirator for herself that will allow her to breathe in an oxygen atmosphere.
As they prepare to depart, Senn unexpectedly arrives. He has grown concerned because Mala has locked herself up for days (while tending to Stanton) and he has missed her. As Senn ventures inside, despite Mala's attempts to ward him away, he is immediately confronted and choked by a battle-ready Stanton, who backs off only after Mala pleads for him to stop. Panicked by the encounter and the presence of an invader in Mala's home, Senn rushes off to inform Orin. Stanton is disturbed by Mala's willingness to protect himself and Giddy, even though they are aliens to her world. He and Mala quickly leave as Orin and his guards approach with Senn. Senn spots Mala as she departs, but merely smiles at her, and does not inform her pursuers. As Mala and Stanton make their way out of the city, they observe the Terranians engaged in performing the "Festival of Life", which Mala explains is a celebration of life and all the things it brings. Suddenly, the city erupts in a series of fireballs as it comes under bombardment from human ships. Mala asks Stanton why this is happening, and he replies that he does not know, claiming that "it wasn't supposed to be this way", and lamenting that he has trained for battle all his life only to be called upon to make war with a people who know only peace.
Mala and Stanton return to the crash site only to discover that someone has moved the ship. Giddy is able to track the wreckage, and the trio follow the trail into the area that has been designated as forbidden by the Terranian Elders. Here beneath the clouds, on the ground level of the planet, is an ancient, ruined Terranian city that Mala has never seen before. They venture deeper into the ruins, discovering a detailed mural depicting Terranians at war with each other, prompting Stanton to note that perhaps their species are not so dissimilar after all. They observe a Terranian ship landing upon a platform, and hide beneath it as it descends into an underground base that is obviously more technologically advanced than Mala's treetop village, and is also where Stanton's fighter is being held. Mala and Stanton find themselves surrounded by armed guards, but Stanton is able to stall for time by pretending to hold Mala hostage while Giddy repairs the ship. The three of them take refuge in the cockpit while Stanton fires up the engine; the guards attack, but are unable to cause significant damage to the fighter. After a few false starts, Stanton is able to get the ship going, piloting it out of the hidden base and into space.
Mala is able to get her first good look at the human ship: the Ark, a gigantic, rotating, gyroscope-like vessel that is home to all the human refugees from Earth. Mala is impressed by the sight, but Stanton says that the Ark is in worse shape than it looks. After several generations of travel from Earth to Terra, the Ark has steadily deteriorated, and is now literally falling apart; even as Stanton makes his docking approach, a section of the ship abruptly depressurizes. Once safely docked, Stanton instructs Mala to remain with the fighter, and that he will return shortly, promising to take her to her father when he does. Stanton is treated for minor injuries he sustained on Terra and debriefed about his knowledge of the native population, but his superiors are more interested in the Terranians' ability to defend themselves than in their art or culture. Stanton is reunited with his brother Stewart who tells him that everyone on the Ark is excited about his return, and that even General Hemmer wants to meet with him. Hemmer, the hawkish leader of the Earth Force military, speaks with the leading human council about the planned invasion of Terra. Council President Chen criticizes Hemmer's plan, claiming that it amounts to conquering the planet. Hemmer argues that the latest hull breach on the Ark killed 12 people, and with the ship falling deeper into disrepair each day, the time for decisive action is now. Chen replies that Hemmer's plan is "under consideration", and a disgusted Hemmer leaves to meet with Stanton, praising him as a war hero. Stanton disagrees and expresses his reservations about provoking an armed conflict with the peaceful Terranians, while Hemmer notes that many members of Stanton's squadron have died due to accidents and mechanical failures aboard the Ark, and that securing "the prize" of Terra will bring an end to such needless deaths.
Meanwhile, Mala grows weary of waiting for Stanton to return. Taking his laser pistol, she sets out aboard the Ark to locate her father. She stumbles into a cold storage chamber where numerous captive Terranians are being held in cryogenic stasis; horrified, she quickly escapes into a boiler room, where she finds her weakened, ailing father strapped to a gurney, presumably waiting to be incinerated. The two are quickly discovered by humans, and after telling his daughter that he loves her, Roven shoves her out of the hatch and back into the cold storage chamber, but not before taking Stanton's laser pistol from her. Firing wildly, Roven causes the boiler room to depressurize, ejecting himself and two humans out into space. Mala watches the entire display through an opening in the hatch; having now lost both of her parents, she is devastated, and slumps to the floor before being taken prisoner by humans. Hemmer uses security footage of the incident as proof that the Terranians are hostile and as justification for an invasion. The council wishes to debate the matter further, but Hemmer says that he has already waited patiently for the council to act, and they have not done so. As armed guards enter the council chamber, Hemmer launches a coup, announcing that he is assuming command of the Earth Force government, that future generations will judge his actions, and that it is only because of him that there will be any future generations at all.
Hemmer wishes for Stanton, as the first war hero of the campaign, to lead the assault on Terra. Stanton, however, continues to express his reluctance about attacking the peaceful natives, stating that there must be alternatives. Hemmer informs Stanton that the damage to the Ark is so severe that the ship only has two months' worth of oxygen remaining, and that action must be taken. Hemmer's plan is to take the main terraforming unit that produces air on the Ark—a large, spider-like mechanism—and implant it onto the surface of Terra. Enough breathable air will remain on the Ark to last a few weeks, but within one week, the terraformer will convert the entire atmosphere of Terra to an oxygen-based one, making the planet habitable for humans. If the plan works, mankind will have a new home; if it doesn't, the entire human race will die out. The consequence of this plan, however, is that all the native life on Terra, to which oxygen is poisonous, will be destroyed. To test Stanton's loyalties, Hemmer shows him a room that has been pressurized with Terranian atmosphere, and in which Mala has been imprisoned. Hemmer then has Stewart thrown into the chamber, and he quickly begins to suffocate as Mala panics and pleads for someone to help him. Stanton can press a button to fill the room with oxygen and save Stewart's life, but doing so will kill Mala. Stanton hesitates, but presses the button; as Mala begins to choke, he covertly orders Giddy to save her. Giddy uses a laser to cut through the window into the chamber, causing it to depressurize; the resulting explosion knocks out the humans present and allows Giddy to retrieve Mala's respirator. Mala initially believes that Stanton has betrayed her, and quickly flees back to his fighter. With Giddy's assistance, she is able to pilot the fighter away from the Ark, although the ship's defenses shoot her down, and she is forced to eject after entering the atmosphere. Mala falls a long distance to the ground, and loses consciousness.
Aboard the Ark, Stanton explains Giddy's actions as a malfunction, an explanation of which Hemmer is suspicious, but is willing to accept. He orders Stanton to take part in the "terraforming campaign" on the planet. Stewart apologizes for what happened with Mala, claiming that Hemmer said it was the only way they could be sure of Stanton's loyalties. Stanton tells his brother that he will always look out for him, but that he should question if Hemmer will do the same. On Terra, Mala awakes to find herself in the company of Senn and Orin in the same complex that she and Stanton discovered earlier. Orin explains that long ago, the people of Terra made war upon each other, and almost destroyed their entire species. A small group of survivors formed the Elders, who resolved to make the future a peaceful one by keeping the past a secret and forbidding any knowledge of advanced technology. Now, however, with the Earth Force invasion imminent, that ban is being lifted; Mala sees the Terranians' simple wooden gliders being replaced by sleek metal warships with advanced laser weapons. Mala asks where Giddy is, and is told that he is being held captive; although Orin cannot release him, because he is a "tool of the enemy", he will allow Mala to speak with him. Terranian technicians wish to "dissect" Giddy in order to learn his knowledge of the humans' battle plan, but Mala says they should simply ask him instead. Giddy claims that even though Stanton ordered him to protect her, he cannot act against Earth Force because they created him. Realizing that Stanton never betrayed her after all, Mala asks Giddy if he intends to disobey Stanton's order; without his assistance, Earth Force will kill everyone on Terra, including her. Giddy puzzles over Mala's logic, but agrees to help. Both sides prepare for war; Earth Force orchestrates the defense of the terraformer while Giddy reveals its weak points to the Terranians.
The terraformer is launched to the planet's surface and immediately begins producing oxygen. The battle begins and the fighting is fierce, with casualties on both sides. Earth Force, having expected to encounter only primitive weapons, is unprepared for the Terranians' more advanced fighters. Following Giddy's instructions, the Terranians attack the air filters on the terraformer, reducing its ability to create oxygen. In response, Hemmer orders the oxygen production process to be accelerated; although hazardous, this will speed up the rate of atmospheric conversion from days to minutes. More and more of the terraformer's filters are damaged, and the battle briefly tilts in favor of the Terranians before Earth Force reinforcements arrive from the Ark. As the terraformer produces more and more oxygen and begins to poison the nearby Terranian city, Mala witnesses Senn's ship shot down by a human fighter and pursues it in a rage; she realizes that the pilot is Stanton's brother Stewart, but does not stop her attack. Stanton himself joins the battle, feeling he has no choice, and responds to Stewart's distress call, but freezes upon seeing the attacker is Mala. Unwilling to either abandon his brother or kill his friend, Stanton takes his only option, interposing his ship between theirs and launching his missiles at the terraformer. The resulting explosion destroys the terraformer as it is on the verge of completing the atmospheric conversion. Both Hemmer and Stanton are killed in the blast, while Mala and Stewart barely escape. With the terraformer destroyed, the remaining Earth Force ships retreat back to the Ark; the battle for Terra is over, and the humans have lost.
In her village, Mala joins in the victory celebration, learning that Senn survived the crash of his ship. Orin credits her with winning the battle, but Mala says it was Stanton's actions that saved them all. Mala is relieved that her people have survived, but is also saddened by the plight of the humans; she dejectedly notes that without any food, water, or air, they can do nothing but wait to die. However, Orin reminds her that there are always other options. Some time later, Mala and Senn are seen flying above the clouds once more, as they were at the beginning of the film; this time they are joined by Stewart, piloting an Earth Force fighter, who offers Mala a salute before flying through a hatch in a massive dome similar to the oxygen tent Mala constructed for Stanton. It is here that the humans from the Ark have established a new colony, using Terra's oxygen-producing plants and opening diplomatic relations with the native Terranians; Orin is seen meeting with President Chen. Stewart flies high above the budding colony, observing a statue that is still under construction: it is a memorial to his brother, who is being remembered as a true hero.
~Phew...sure is one tough and long plot summary I got here...well btw, this 3D animatin is mostly recommended on animation lovers and for me, I love the story line and the characters. It is very new and refreshing. Yeap, watched it wit Veronica, Jeremy, Suyi, hamsap Lou and joy...sure we all have a great fun and I even happen something that embarassed me at Fun Square. Haha...sure is crazy this night.
