In a mythical kingdom among the clouds, one young stable boy named James (Tom Schultz) dreams of becoming a hero and to catch the eye of little Princess Stephanie (Christine Taylor, Zoolander). But when the kingdom falls under attack from air pirates, King Francis (Joss Ackland, Lethal Weapon 2) orders his most trusted advisor, the magician Aeschylus, to create a device to end all wars... a magical clock with the power to control time itself, to make years be reduced to seconds and a lifetime to pass in an instant. Refusing to wield such huge power, the King orders Aeschylus to destroy the clock and it's plans. That night, however, the magician is killed by orders of evil sorceress Karnissa (Sarah Douglas, Superman II), who steals the clock and unleashes a curse upon the kingdom. As everyone grows old, James must embark on a race against time to safe his land, his love and the world from destruction.