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In a mythical kingdom among the clouds, one young stable boy named James dreams of glorious deeds following his older brother, a king's guard, and to catch the eye of little princess Stephanie. But, when the kingdom falls under attack from air pirates and horrified by the destruction, the King orders his most trusted advisor, the magician Aeschylus, to create a device to end all wars. The result is 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 its plans. That night, however, the magician is killed by orders of evil sorceress Karnissa, who steals the clock and unleashes a curse upon the kingdom. As everyone grows old, James most embark on a race against time to save his land, his love, and the world from destruction.