Upa is the prince of a magical kingdom and the most recent in a line of brave fighters. One day, though, he broke an urn containing the spirit of Zai, an incredibly evil goatish demon who takes the life force of the kingdom's adults and kidnaps all the babies - except for Upa, who is given a magical rattle by a fairy who was trapped in the urn along with Zai. And so, in order to save his kingdom, Upa crawls into action...