In 3404, Earth is nearly dead. Everyone lives underground in one of five capitals. Space patrolman Masato lives with his Moopie, a creature that can assume any form (in this case, a beautiful woman)-- As all Moopies are to be destroyed, he takes her and escapes aboveground-- Throughout his adventure, a vision of a phoenix appears and tells Masato that it is up to him to re-create mankind after its impending destruction.