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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.
As an homage to the ultra-low-budget, drive-in-friendly, science fiction movies of the 1950s and early 1960s, this is the unlikely story of a meteor shower that deposits an ore called "atmosphereum" in the hills outside Los Angeles in 1961, attracting the scientific interest of a heroic scientist who hopes to use the scientific value of the ore for his science project, and whose wife joins him on the expedition. What he soon finds out is that a pair of aliens are also after the atmosphereum as fuel for their space ship. Also in the area is an evil scientist exploring the mysterious Cadavra Cave, reportedly home to the legendary Lost Skeleton, who discovers he also needs the atmosphereum to revive the Lost Skeleton of Cadavra; and along the way, he uses the Marvan's transmutatron ray to meld four local animals into a beautiful mate for himself...