Hundreds of miles above Earth 65, the zoo spaceship Utopia is on its maiden voyage and on board are teachers and students from many of the colleges around the world, sent to experience a once in a lifetime opportunity. Under mysterious circumstances, teachers start to disappear leaving just a handful of students behind. At the same time they discover that an unstoppable force of primeval horror is loose... Far away, on the other side of the galaxy, a young sorceress is forced to flee across the country, hunted by an intergalactic army. The two desperate and frightened worlds collide and together they fight in a race against time to find their way home and defeat the evil that abounds in their worlds.

In a parallel universe, Earth has seen many changes. The city's economy is in tatters, with television broadcasters ruling. The most powerful of these is the maniacal Big Man, whose ultra violent programmes are the most popular shows to watch, but as ratings suddenly start to slide, Big Man shuts down the schools and kidnaps students – forcing them to fight in barbaric gladiatorial games. However, kidnapping gifted student Cassandra Paintshark may turn out to be his biggest mistake; Cassandra has a special power, which she uses to take down Big Man's tyrannical regime once and for all.