High in the clouds of China resides the Zu Mountain range, home to numerous martial arts schools and immortal clans. These mountains are the envy of the evil Insomnia, a warmongering demon who has already destroyed the Kun Lun clan and plans on taking over the entire world.

Insomnia is determined to annihilate the Omei clan, but Sky King, the lone survivor of Kun Lun, teams up with Omei's head student, Red, and the clan's grand master, Whitebrows, in order to destroy Insomnia before it's too late.