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Set in a world where a giant tree called Axis rises 100 miles above the planet surface, this is an adventure story about a spirited, young woman, Kaena (Kirsten Dunst), who leaves her tree village hoping to discover why the plant's sap is disappearing, thus threatening her people's way of life. Against the wishes of her village elders, she climbs down past the cloud level, and encounters the Selenites, a race that is trying to keep the tree from dying by enslaving another species. Richard Harris plays Opaz, an elderly sage, Anjelica Huston is the evil Queen of the Selenites, Keith David plays her second-in-command, while Greg Proops and Michael McShane are comic relief characters, the Worms.